Spider-Gwen: Exiled
by Nanashinoshi
Summary: Two Spiders from the multi-verse find themselves exiled from their universe and help each other deal with their grief. (On-going no end planned every chapter should be its own thing.) Mostly AU.
1. Prologue

PROLOGUE

From her vantage point high above the bustling city of Manhattan, Gwendolyn Maxine Stacy stared out into the dusk, taking the warm summer breeze that signaled the end of the day. A day she'd spent reflecting on the insanity that had been her life the last few months. It all began with her being bitten by radioactive spider, the accidental killing her closest friend Peter Parker; who had somehow managed to transform himself into a giant rampaging lizard. She also spent an uncertain amount of time traversing around multiple dimensions trying to stop a group of immortals called _the Inheritors_ from killing her, and alternate versions of Peter that had gotten bitten by the spider instead of her. Apparently, he was the real deal. The chosen one. Deep down she wished she had a little more time to speak with him. She'd learned from another spider-person, _"Ben Reilly, rest his soul…",_ that in some twisted alternate reality Peter had failed to save her and she'd been the one to die. Thus, she kept a respectable distance for the majority of the adventure. She had taken the jibe in stride, understood the pain he was probably going through… had gone through...

She shook herself from her memories, knowing that she did have the tech and option to visit _Six-One-Six Spider-man as he was called…._ As she often did, she quickly dismissed the thought knowing that it would be too weird. Too awkward… she'd probably just stumble over words and make a fool out of herself.

"You know Pete; you would've been proud of yourself. So strong, and brilliant." Gwen spoke aloud knowing full well that Peter Parker, her Peter Parker, was six feet under and there was no way that he would respond. "You were pretty witty too. Not as witty as me of course, or cool… even though it was your gig. Your costume was a little meh…" A slight gust of wind blew in response against the billboard she had been sitting under. It was, of course, the billboard highlighting a gigantic photo of Peter and a number for a tip line leading to the arrest of Spider-Woman. There weren't any other billboards that she hung around that made her feel quite this guilty.

She didn't know why she tortured herself like this. Didn't know why she'd been cursed with such horrible luck. Her cellphone hummed and vibrated a message. She plucked it up from its mesh-holding pouch on her back pack, unwinding the cord of her headphones as she unlocked the screen. A dozen missed calls from Mary Jane. Three from Glory. This one from her father. Since she had revealed to him her identity as the Spider-Woman Gwen had been avoiding him like the plague. In a short moment of strength and will she'd finally worked up enough courage to speak to him. To let him know that if she was ever going to make things right…his daughter would have to go. That Gwen Stacy, his little girl would have to die.

He left a voicemail like he always did. "Gwen, pick up its me." The same plea from a tired old man that didn't fully understand what was going on. _Give up being Spider-Woman!_ He urged. _Go back to college! Live a normal life! Honor Peter that way._ A moment of silence passed then "Just…just come home tonight. Please. We don't have to talk. Just come home… I'll-" A loud explosion interrupted her father killing the call instantly.

"Dad!" She leapt off the building and pulled her mask down over her face. Luckily she always wore her costume underneath her clothes. The city rushed up at her as she changed into her Spider-Woman costume mid-dive and wrapped her loose clothing into a ball and shoved it into her bag and at the last second she shot out a line launching herself back up in the air through the maze of buildings that was New York. "I'm coming Dad!"

As a little girl Gwen had visited the Precinct her father worked at over a dozen times. She'd come and surprise her father after school with her mother. They would sometimes eat lunch or just talk. After her mother died she spent as much time with her father as she could. It was for the best. She remembered how the building reminded her very much of a stalwart sentinel standing vigil over the neighborhood. With the flames and semi-automatic gunfire, the sentinel now resembled a castle under siege. Minus the ballistae, catapults and battering rams. Soldiers dead, dying, wounded or otherwise were replace by cops, both rookie and veteran struggling to escape and secure the chaos exploding around the precinct.

Gun fire and explosions shook buildings and shattered windows for dozens of city blocks. She didn't need her spider-sense to tell her that she needed to hurry. She shot out another line of webbing, and swung hard, launching herself as high up as her muscles could muster. The closer she got, the more of the chaos she could decipher. Officers calling for assistance from other precincts. As her father's precinct came into the view the gravity and chaos became very clear. A Hydra Securities Van was blocking the street. A few police cruisers had been hit and over turned by a rocket or a missile launcher of some sort. A squad of officers somehow managed to escape the initial chaos had taken up tactical positions around the main entrances and the garage. Though even Gwen knew that only three officers armed with handguns didn't quite constitute as much of a deterrent over whomever was assaulting the station.

She nimbly landed crouched, _spider-crouched,_ down low on top of a light pole adjacent to the precinct. None of the officers below noticed her. They were too focused on the battle in front of them.

From her perch she spotted a figure bursting through the rooftop access. She couldn't tell who it was through the smoke, but instantly she hoped it was her father. She was already moving before her brain told her that maybe rushing in wasn't a good idea. She still didn't know who was assaulting the precinct and maybe this person was one of them. She leapt off the light pole, aimed her web-shooters at the corner of the closest building and shot out a strong line of webbing. When it caught she let herself glide up and around using the momentum to launch herself up to the rooftop. As she came upwards she quickly recognized the person who had escaped onto the roof.

Jean DeWolff had been a longtime family friend and confidant of her father. They were once really close when her mother died. Just another person who fell victim to the Lizard. A few other officers soon followed Officer DeWolff…or was it Detective now…

"Awkward place to put donuts dontcha think?" Gwen said as she landed in a low crouch.

"Spider-Woman!?" A uniformed officer shouted in surprise as he spotted her. Very unexpectedly she had more than a dozen handguns trained on her. Her Spider-Sense starting going crazy. _Someone's going to shoot! Need to deescalate this…_

"Hey now, it wasn't my idea!" She raised her hands up near her head hoping that would show that she was there to help. More officers poured through the rooftop access door. Some carrying injured, others covering the door to make sure that whomever was following them. She leaped over the officers and took position up above the door. "I mean I do like high places but really this much exercise for snacks? Not my thing."

The officers guarding the door quickly backed away and pointed their guns at her. She kept her hands raised, scouring the crowd for her father. Again her spider-sense starting going off.

"Incoming!" The officers shouted and began unloading their weapons down the stairwell.

"So that's where you little rabbits ran off to!" A thick Brooklyn accent came from below her. A large figure exploded its way through the roof. Officers went flying across the roof. Others began opening fire. Gwen herself was thrown off her perch from the explosion, unsure if it had been a bomb that had just went off or what. She landed hard on her back, quickly rolling to her stomach in order to avoid the shrapnel and flying rubble from the roof access door exploding. The owner of the voice was a large muscular man with dark ebony skin and more muscles than she could count. In his hands he wielded a large chain with a gigantic steel ball attached to the end. Etched into the steel ball was a smiling skull. "And there's the prize!" She couldn't tell who his target was but whoever it was she needed to keep them safe from this attacker. A few officers opened fire but he began stalking towards the crowd of wounded, confused and dazed officers as though he was an unstoppable juggernaut.

She was on her feet and in the air before she quipped, "Hey Smiler I'm pretty sure this is not the way to complain about being kicked out her fan club!" She landed on his back, her feet pressing down on his shoulders. A normal man would've been pushed down to the ground, but he simply looked up at her as if she was simply a parrot that landed on his shoulder. She resisted the urge to squawk.

"Spider-Woman! He did say you'd show up." He raised a hand to brush her away. She leapt backward pushing off with her feet sending him stumbling forward. _Bad idea, Gwen. Need to get between him and the injured_. "We're doing you a favor here. Why are you protecting these pigs?"

"Oh I dunno," She shot a glob of webbing at his face and he unexpectedly dodged out of the way. _Moves fast for a big guy._ "I've always had a soft spot for men in uniform."

The man hefted chain over his head and began spinning the ball over his head rapidly. "Is that why you keep protecting Captain Stacy?" He launched the ball at her and Gwen dodged to her right. "You also have a thing for old men?"

"Oh gross!" Gwen mimed as if she'd just vomited inside her mask. "Why! Why put that image in my head?" He yanked back the ball and arced it back towards her. _Wielding it like a whip. Gonna have to take that off his hands._

"Don't worry Wrecker should have dealt with him by now." He whipped the ball at her once more. "Your imagination is where he'll remain!" _Oh no he did not just!_ She nearly forgot to evade the giant ball as it smashed the ground next to her. She'd cartwheeled out of the way at the last second, attaching a line of webbing to the ball and dashing forward, letting her arm trail behind her hiding her maneuver. As he jerked the ball and chain back for another strike she tugged slightly on the web line and redirected the momentum of the massive projectile which threw him off balance and the ball out of orbit.

"I came in like a WREEEEECKING BALL!" she sang just a little off key. The heavy iron ball struck him dead on his chin with as much force as she could muster without outright killing him. The impact sent him nearly soaring off the roof. Still in motion and not missing a moment, Gwen chased after him at full speed, covering him with as much webbing until he was completely wrapped. As she neared the edge of the rooftop she attached a line of webbing to ground so he hung over the edge like cattle on a meat hook of a slaughterhouse. This all took only a minute. After she was sure he was secure she glanced back briefly to see if any of the officers that had escaped had been injured any further.

"You bitch!" he cursed. "Get me down from here!"

"Ah, I thought you were Smiler," Gwen quipped as she turned to peer down at him. "Don't worry, a lot of people think she's weird….and disgusting." Her Spider-sense went off again before the officer had gotten close enough that they believed they'd gotten the drop on her. "I know what you're thinking _'will she eat him.'_ The short answer is no, I'm kind've watching my carb intake,"

"Spider-Woman, you're under arrest!" Detective DeWolff's voice hinted at a bit of uncertainty. Just enough to fool anyone without a discerning ear. Gwen raised her hands up slow, the hood of her costume had fallen back across her shoulders. Still her mask didn't quite allow her full peripheral vision, which is why her spider-sense was nifty to have in situations like these. Though, ever since her little adventures in the multiverse they'd been dulled a bit. But she was dealing with it. DeWolff reached out for her mask and with the grace of ballet dance and speed of a viper, Gwen had her old family friend disarmed and webbed before the other officers could react.

"Tell me," Gwen said in a playful yet seriously urgent tone. "Where did you last see Captain Stacy?"

DeWolff glared hard at her, her glasses beginning to fall off her face. "He was covering our escape with Captain Castle." She said begrudged. "There were two more of these guys. A man in a skull mask and another one holding a crowbar. They're probably one floor below us."

"Thanks detective." Gwen quickly rushed past the other officers, snatching up the loose ball and chain as if weren't heavy and weighted. It was horribly unwieldy, yet somehow the unknown attacker had been using it as if was a piece of his own body. With the stairwell, utterly crushed into nothing and being in a hurry Gwen leapt off the edge of the roof, flipping over the railing and smashing through one of the windows of the top floor.

Almost immediately she was afraid. Where there were earlier signs and sounds of a major fire-fight happening, inside was quiet. Silence meant that she was probably too late to save her father. She strained her ears to listen for signs of life. Her spider-sense wasn't going off as she investigated further inside. She cleared the top floor in minutes, found the destroyed stairwell leading up and knew that down was the only way to go. She made her way through the second floor…and there was still nothing. At least that's what she thought until she heard something move in one of the offices.

"D-da-erm Captain Stacy?" She called out against her judgement. She hoped that whomever caused the noise wasn't the one who was attacking the precinct. She neared one of the open offices, and there was a man in a dark green outfit sitting on the floor in a pool of blood a large crowbar on the ground next to him. He was attempting to remove a small knife that had been plunged into his neck. After a moment he suddenly realized that he was being watched and glanced up at her. He quickly made a move for his crowbar, but Gwen kicked it out of the way. She still didn't know who he was so he could be an enemy for all she knew.

"Thunderball…" He spoke grimly. "Here to finish the job your guy started? I didn't think it be this hard. Boss said you'd show up though. Bit off more than we- "

"Who ordered you to attack Captain Stacy?" She demanded. _Was this the Kingpin? Or someone new?_

"Like I'm going tell. Wrecker ain't no snitch." With that he cracked something in his mouth and swallowed.

"Oh no!" Gwen dropped the ball and chain she'd been lugging around as Wrecker slumped down to the ground, white foam around his lips and eyes staring blankly ahead. "NO!" She slammed her fist into the floor, angry that she'd just lost what was the only lead on her father when another gunshot reverberated through the building. One shot was quickly followed by another and then shouts of 'Police!' and 'Put your hands up!'. Leaving Wreckers corpse, she hurried down to the first floor and couldn't believe the sight she was seeing.

Just outside the stairwell entrance there was man dressed in full black armored suit with a hood covering his face. He was holding up a small round shield, using it to block the volley of semi-automatic gunfire being thrown at him. On his back he wielded a long sword. Something much like a katana from one of the many ninja films she'd watched growing up. Deciding to take a stealthier approach, Gwen quickly dove into one of the empty interrogation rooms trying to dodge the incoming gunfire. She lowered herself to the floor crouching as possible, peeking around the edge of the destroyed the doorway. The sounds of gunfire had died down. The silence made her heart leap in her throat.

The intruder was standing over a wounded S.W.A.T Team member, a hand-gun gripped firmly in his hand. "I don't know how you did it Stacy," The intruder called out. "But you can't run from me! I'll hunt down that precious daughter of yours…does Gwen still play the drums _Captain_!? You think she can be good as that guy from Def Leopard!" He placed his foot on the dying officer and aimed it at the exposed officers' face. "Your choice, Stacy! You, your friend here…or your daughter. Doesn't matter to me I get paid either way!"

Gwen stepped around the corner, aimed her web-shooters forward. In two quick presses she latched two strong sticky lines to the intruders' shoulders, twisted around and yanked hard. He went flying over her head smashing hard into the stairwell. She rushed to the side of the fallen S.W.A.T team member, he was pressing down hard on a wound to his leg. Blood was pouring over his fingers. As he saw her approach he reached for pistol that had been knocked just out of reach.

"Whoa, chill out. I can help. Not gonna hurt you buddy." She slowly approached the officer with her hands up. He was dressed ready for war. Kevlar vest, covered in magazine pouches with a few grenades tucked away across his chest. A balaclava covered his entire face while what she guessed was his helmet had been knocked away and was laying useless on the floor.

"You're with the Taskmaster and his wrecking crew?" She wasn't sure if this was a statement or a question.

"No, I'm here to…" She was going to say _I'm here to make sure Captain Stacy is okay,_ but decided against it. She glanced behind over her shoulder, heard sounds of the intruder stirring. "Look we gotta get you to safety. I'm gonna try and stop the bleeding." If that was enough of an explanation for him to trust her, he moved his hand and reached for one of the pouches on his vest. He retrieved a square of gauze and handed it to her. She placed it on the open wound and webbed it tightly to his leg. She reached out and picked up one of the loose weapons on the ground and stuffed it into hands. She rose to her feet and offered him a hand. He took it and she pulled him up to his good leg and through an arm around his shoulder.

She hurried through the maze of busted offices and burning desks curious of where the explosion she'd heard earlier had originated from, and found a huge gaping hole on the backside of precinct where a few interview rooms had been completely obliterated. It was easy to deduce from there, that the gigantic hole in the wall was where this 'Taskmaster' had launched his assault.

"Please tell me that's not your teams entry point." Gwen paused for a moment to take in the carnage. There was bloodstains and loose clothing littering around the detonation point. She could see her father's desk lying in ruins just a few feet over. The pictures of her and her mother lay shattered on the floor around her.

"No, we breached in through the garage. Captain Stacy brought some survivors out with Captain Castle and we came in to cover and subdue the intruders." The officer replied. "Didn't think the rumors about Taskmaster were true. He eats bullets as though they were spitballs."

"Eats bullets? Too much iron in his diet will-" If he could see behind her mask he would see the puzzled look and raised eyebrow painted across her face.

"Can't be killed or so they say. I've put an entire magazine into his skull and he kept coming." He said through strained teeth. Gwen could tell his leg-wound was bothering him.

"Hey Listen," She kicked over an overturned desk and sat him down behind it.

"Cage, Luke Cage." The Officer pulled his balaclava off revealing his dark brown skin radiant with sweat.

"Look I'm going to go back and take care of that dude. Gonna need you to guard that hole in case more of his friends show up. Can you handle that?"

"As long as you're not asking me to run any marathons." Cage popped his magazine out of his weapons, checked to see how many rounds he had left and reloaded his weapon with speed and ease of a practiced soldier. But by the time he looked up she was already clinging to the ceiling and making her way back towards where she'd last left the Taskmaster. She carefully searched the first floor, not locating him anywhere she made her way back up to the second floor. She found him sitting in a chair, sword and shield in hand next to his fallen henchman formally known as the Wrecker. It was hard to tell with the lights out and damaged, but she could swear that she caught a glimpse of pristine ivory skull hidden beneath the hood covering his face.

"I knew you'd show up. Stacy's your man on the inside isn't he?" He rose to his feet, his face still half-hidden by shadows. "They call me Taskmaster. I'm not contracted to kill you…just your man Stacy. But just in case you showed up my employer asked that I make you an offer." Gwen cocked her head slightly. _Pass me message?_ Taking her silence as having her full attention Taskmaster continued. "He's not sure what you have on him, but he'll forget Stacy if you agree to come work for him…"

 _Thwip!_

With the speed of a wild west gunslinger Gwen shot out a ball of webbing at his face and with surprising agility, Taskmaster raised his shield blocked her shot and threw his shield into her chest before she could counter. She was knocked flat on the floor, the air pushed out of her lungs and she could swear that a rib had been cracked just then. _Okay this guy is fast. Can't use the normal playbook._

"Figured that be your answer. Should warn you. I do get a bonus for bringing your head in too." Gwen hopped up to her feet, normal taunts and banter hadn't been on her mind all night. Was throwing her off her game.

"Bonus? Just for me? You could snatch any ol' girl off the street. With a pretty face like yours." She lowered herself to the ground, her ribs screaming in protest, but she didn't have time for pain. This man in the white skull mask attacked her family. She had been too concerned with the safety of her father to even allow her full anger to register. And right now, she was seeing lots of red. But simply being angry wouldn't help her defeat the Taskmaster. She needed to keep cool. The man obviously had some tricks up his sleeve, and Gwen wanted to beat him before he pulled out his aces.

Taskmaster harrumphed as he stalked towards her, his sword resting lightly in his hand. She half expected him to start twirling it around needlessly like all the ninjas did during those cartoons she watched. He wasn't that sort of villain, and she wasn't that sort of hero. With a short twist of his wrist he made a low slash at her face. She dodged by pressing backwards on her toes and fingertips, tossing herself up into the air away, keeping a comfortable distance between him.

"Running away isn't going to help you."

"Running away?" Gwen snorted. "Why would I run away when you're taking me dancing?" She aimed a line of webbing at his sword hand and again he dodged her. _Does this guy have a Spider-Sense too?_

"That the only trick you got? Old man Stacy was an even-" He didn't have time to finished his sentence. Gwen didn't even have time to think as much as she simply reacted. Her rage taking over she darted forward and landed a hard straight punch to his chest, not holding back like she normally did. She felt something crack then shatter beneath her knuckles. Without missing a beat, she swung at his face. When her knuckles connected with his mask he stumbled backward, his sword coming up to slash at her. She batted it away, spun around and threw her leg out so that her heel connected with his mask, shot a glob of webbing over his sword. As she came back up and around she attached a web line to his shoulder and yanked him forward. She side-stepped him as he fell forward, she straightened her hand out flat so it was parallel with the floor thumb tucked in. When she connected he went tumbling backward, the combination of speed, power and force she struck him rewarded her with a very gratifying sounding _crack_.

This had all happened in a process of a few seconds.

"Good, that's much better. Thought it was gonna be boring." Taskmaster was on his feet, his back to her before she knew it. Not as though he could see the complete utter look of shock her face behind her mask anyway. "Since you're special I'm gonna tell you something that's a bit of a secret." He turned his head slightly to look at her over his shoulder. His mask was cracked, revealing a bright shining gold eye.

"I have this nice little talent of learning a person's moves once they hit me. Cant replicate all their moves if they don't connect. And based on what I've learned about you," Her turned fully around this time, raising his fists. "Is that you're just some punk," His fist connected with her stomach, pushing all the air out of her lungs. She didn't see him move at all. Had he'd been toying with her this entire time? Trying to learn her moves?

He swung again and Gwen barely had time to get her arms of to deflect the full impact of his next strike. He batted her arms away and worked her face like a boxer on a speed bag. The next three hits dazed her…after her body finally registered that he'd even hit her at first...Sent her stumbling backward, tripping over her own steps. He then struck her hard in the ribs where his shield had connected with her earlier. If the ribs on her left side hadn't been broken then, they were now. She dropped her arms, hugging her sides but that was instantly a mistake. He grabbed hold of the back of her head, and slammed her face hard against his armored knees. Her head snapped up and back exposing her throat to a knife-hand chop. Then a elbow strike to the back of neck. An uppercut was his final strike that knocked her flat on her back.

If she was a normal person, it would have killed her, yet he left her dazed and spinning which was just as worse. She lay still on the ground contemplating the beating she'd just received.

"Too easy," Taskmaster chuckled, then he sighed as he turned to retrieve his sword and shield. "Another joke of a challenge."

Gwen rolled onto her knees, pulled her mask up over her mouth as bile escaped her mouth. Taskmaster turned at the sound of her vomiting, looking very surprised. As much as someone could behind a skull mask could.

"Hey, not bad for a first dance." Gwen coughed, stumbled to get to her feet. She wiped her chin with the back of her glove as she spread her feet still struggling to stay upright. _He's fast. Confident. Real strong, can't take any more hits. Need to be focused…_ "Hate to tell you though…. your kung-fu is weak."

Taskmaster threw his head back and laughed. "Really? I don't believe this."

"Who gives you your lines? FUNimation?" Gwen raised her hands up, palms open. Trying to think back to an animated Kung-fu movie she'd once watched with Peter. _Big dippers Fist of Fury…?_ "Come on Tasky, you hit like a little girl. I can give you a few lessons on how to hit like a big girl."

He moved again, vanishing for fraction of a second. _Copying my speed!_ Gwen thought and twisted her body at the last second dodging the initial slash of his sword. _Gotta listen to Spidey-sense…need to focus!_ He twisted over to slam his shield down onto her shoulder. She leaned back further as painful as it was and pushed his arm back towards him with her left hand subvertly attaching a string of webbing to his sword. He bought the feint and pulled back inadvertently leaving himself open.

Gwen drew in a deep breath, remembered the move she'd seen long ago and prayed her muscles could replicate it. Painfully she ducked low to dodge his counter swing, webbed his feet to the floor to cement him place. Taskmaster grunted raised his shield to guard against her strikes…just like she wanted. She placed her palms on the hard metal and pressed it hard against his chest and webbed it there in place leaving only his sword arm free. He swung down at her but she was already moving, darting in and out around his body until he was completely wrapped in webbing, leaving only his head visible. She could only imagine the angry glare he was giving her behind that cracked mask of his.

"Let me out of this…!" He demanded furiously.

"Aw, what's wrong Tasky? You don't wanna dance anymore?" She latched two pieces of webbing on either side of his body on the ceiling above him. She ran to the farthest wall she could until the lines were taught. "Ya know you can dance if you want to," She launched herself forward feet first with as much power and force as she could muster. They both went flying through desks, furniture and into the brick wall. The wall itself exploded outward in a cloud of mortar and dust as they went sailing through the air. She quickly latched herself onto his body aimed toward the street into a parked S.W.A.T van that immediately folded on impact. The vehicle flipped and rolled over onto its side, and Gwen tumbled away safely. "No match for my crouching tiger hidden spider," She laughed painfully. _Ow!...ribs!_ Gwen clutched at her sides, tired and sweaty she sat down on the street, suddenly aware that her breathing was becoming longer, more shallow.

The officers that had been standing watch on the street seemed to take forever to process what had just happened. After what seemed like forever plus ten minutes, a group finally rushed to check to see if the Taskmaster was alive. A string of curses and insults told her that he was. A mixed group of S.W.A.T officers and normal uniforms circled around her, guns drawn, hammers cocked. She didn't need her spider-sense to tell her the obvious.

"Freeze!" A S.W.A.T officer demanded.

"HANDS UP!" Shouted another.

A third screamed "HANDS WHERE I CAN SEE THEM!"

Gwen glanced at her surroundings. Behind the guns and the obvious show of force, she spotted her father trying to push his way through to get to her. She raised her hands up in the air, her right hand was stained red. _Wait, when did he…?_ She glanced down at her side, saw that her entire right side was stained dark red. There were cuts up along her arm that she hadn't noticed before…. couldn't remember exactly when…Just then something inside the precinct exploded followed by a loud and guttural roar that came from high in the air.

When the thing smashed down into the middle of the street, the cops spun around to see what new menace had come to betwixt them. The figure in the middle of the street was a giant seven-foot-tall hulking green monster with more muscles than an Olympic body builder. Wrapped around his body was the shredded remains of a green and purple uniform. The remnants of a purple ski mask wrapped around his head. The monster threw its head back and roared a second time, scanning the defensive line of cops as if daring them to shoot.

"WRECKER!" Taskmasters voice carried over the hulking silence. "SMASH!" The monster roared an acknowledgment and then began to rampage. Vehicles of all sorts went flying in every direction possible. Officers let loose an intense salvo of small arms fire to no avail. It didn't take long to see that their attacks were doing nothing. Meanwhile, Taskmaster had freed himself of her webbing through all the chaos, had cut down a few officers and honed in on Captain Stacy.

With everything quickly going south Gwen paused. The decision of who to attack first wasn't easy. The giant green monster that was quickly slaughtering all the surviving officers…or her father. The one she came to save in the first place. _All this and bleeding out at the same time…Only one shot at this._

Thinking quickly, Gwen pulled herself up to her feet, shoving aside an officer than made an attempt to cuff her. A second came running up and she ducked around his wide angled grab. Her movements were getting sloppier and slower with each passing breath.

"Well now Tasky, you're the first dance partner I've had that's been able to hang." She called out to the skull-masked man unsure if he'd heard her. "Tell you what. I'll take you up on that offer you made." She watched painfully as the Taskmaster paused, unsure of the exact look he was giving her. She hoped it was consideration. "But you gotta call off your monster…and let mah peoples go. Ya know. Like in the Bible. Show a bit of faith."

He was staring at her now as she made her way over to him. Taking his attention away from an familiar looking figured that hobbled his way into a flanking position. _Don't be a hero Officer Cage! Don't…_

"What are you playing at girl?" He spat. "That was a one-time offer. Only thing you could give me is your head."

"Aw come on Tasky." Cage had moved into position, took aim but seemed as though he was biding his time, waiting for someone. Was he waiting on her? "If I just accepted every proposition thrown my way how would that look? People have to prove themselves." Cage motioned with his hand for her to move to her right just a hair. A little more…good…stay still…

"Call him off…" She pleaded. From behind his skull mask Gwen imagined the man was giving her either a satisfied smirk, or something else more sinister.

"WRECKER!" The Taskmaster called out. "EXTRACTION!" The hulking giant suddenly stopped throwing around cops and cars and began rushing his way towards them.

 _Good, big mean and green is out of the picture…maybe…_

"See? That was easy," Gwen dropped down to a knee, the pain in her sides nearly too much at that point. "Now we're all friends, we can start a band. How's Public Enemy? Don't like it? Sure yeah they were an okay rap group but I think we can really take back…. the name…" By now she could feel herself start to lose consciousness. The Taskmaster stood over her, sheathed his sword and placed his shield onto the ground next to her.

"Sorry girl, you're gonna bleed out here." He said grimly. "You were fast, sure. But still an amateur." He tapped her forehead once with a gloved finger and then suddenly he lurched forward. His mask shattered in an explosion of white plastic and blood. Just as quickly as this happened, the giant hulk that was the Wrecker leaped high into the air and landed, facing towards the shooters position. Then it Dawned on her, it was going to go after Cage.

She could hear cage open up with his weapon. Could feel the Wreckers footfalls as he slowly stalked his way towards cage. She lifted her head up; Saw Officer Cage dive behind a turned over car just as another was thrown at him. _Get up Gwen! Gotta finish this!_

Somehow, Gwen willed herself back up to her feet. Knowing she didn't have much time she did the only thing she could do. She quickly felt her wrist for her the device that activated the gateway into the multi-verse. She plucked it off her wrist and moved it into her right hand.

"Hey jolly green!" She shouted. Wrecker turned its head, but still headed towards Cage. Legs still wobbling and quickly going numb Gwen willed herself forward into a jog, then a sprint. At the same time, she dialed in a random universe into her portal device and kept her thumb hovering over the enter button. Somehow she managed to close the gap as the Wrecker neared Cage. The giant had picked up a cop car, tore it in two like he was tearing a sheet of paper. He threw the first half towards Cage, and she couldn't tell if hit him. The second piece he launched at her. Gwen leapt as high as she could, barely managing to clear the large piece of car. As she went tumbling over she attached a line of webbing to the car, used the last bit of muscles she could muster to redirect the car at the back of the Wrecker's head.

The Car nailed him square in his left shoulder. The Wrecker turned to face her and Gwen depressed the enter button.

The portal opened just behind the Wrecker with a soft familiar sounding _FWASH!_ He didn't seem to notice the portal opening. He roared again and started towards her, but Gwen as already halfway to him. She drew back her fist and swung as hard as she could. Her strike didn't hurt him, but was just enough to send him stumbling backwards into the portal. Gwen rushed forward but coming in low she landed a swift uppercut into his chest, but the strike was weak. The effect was more like a wet noodle hitting a wall.

 _CRAP!_ She thought.

The Wrecker quickly snatched her up by the neck, pulling her into the portal with him. With monstrous speed pivoted and launched her straight into an oncoming car as if he was doing nothing more than throwing a baseball into a catcher's mitt. Dazed and still reeling from the impact, Gwen made an attempt to get back up to her feet. _Need, to get back…before…_ The portal suddenly closed, her teleporter destroyed. _Great…just…_

 _BAM!_ The entire street vibrated as Wrecker landed with enormous impact in front of her. He leaned in close to her face and roared. He scooped up Gwen, and the vehicle she'd been thrown into and hurled it towards the nearest building. She tried to free herself from the wreckage but it was too late. She wasn't fast enough. The vehicle exploded as it collided with the side of the building. As the fire engulfed her body the combination of velocity and blood loss finally took its tool. She struggled to stay awake and conscious, but the darkness took her, long after Wrecker turned away, its attention suddenly on other things.


	2. 1: Return of the Queen

RETURN OF THE QUEEN

They hovered above the smoldering city block waiting on authorization to deploy and stop the Hulking Goblin rampaging the city. The giant green monster had already made quick work of the local law enforcement and had left a giant gaping hole in the Baxter building large enough that the skyscraper itself was on the verge of collapse. Sergeant Miles Morales was kneeling over the edge of the open tailgate of the Blackbird insertion and extraction aircraft across from his lifelong friend Jessica _Scarlet Spider_ Drew, who was laying prone on her stomach surveying the chaos and destruction below. The two were the last of a group of uniquely trained and skilled soldiers created by the Super Human Enlisted and Intelligence Department, S.H.E.I.L.D. The process to create the _Spiders_ , as they became collectively known, had an extremely low success rate that had managed to produce around 10 of them. One by one though, unfortunately, their numbers had been dwindled down slowly over the years they were active.

 _Slinger, Tarantula, Mania, Scorpion, Araña…_ The names and faces of his comrades suddenly came flooding back into his head, and with them their most recent losses, Edward Brock and the White-Widow. _Never got to tell her how I felt…never got to fulfill that promise…_

"Listen up Spiders, here's our new set of orders," Captain Carol Danvers' voice came in over their shared radio link. "Alpha company is on their way, but they're being held up by another operation at the other-side of town and Commander Fury agrees that we can't wait any longer. You're to secure the area around the Goblin and engage it, but non-lethally. So only web-slingers, Venom tabs and your web-shooters are unauthorized understood? Keep him busy until Alpha company arrives and once they get there, help setup the cage and capture that thing."

"Non-lethal?" Miles snorted. "Doctor Conners wants to dissect him doesn't he?"

"Ma'am, Scarlet here, going non-lethal is going to raise the probably of increased casualties and property damage. Spider and I highly recommend engaging with full lethality as to minimize civilian casualties and-" Jessica shot Miles a worried look. Even though their faces were covered up behind their custom fitted ballistic _spider masks_ , the two knew enough of each other's body language to tell when the other was raising an eyebrow.

"I highly recommend you both shut up and follow orders." Their Commander snapped and then cut off the link. Miles hated Captain Danvers almost as much as he hated Goblins. Goblins had come about during the same testing that had created the _Spiders._ The Spiders being created by a young genius named Parker, and the Goblins were the brainchild of one Norman Osbourne. During the early trials one of the goblin subjects named Banner had a negative reaction and gone on a rampage that had leveled the testing center they were at, and had led to the premature death of Parker. _And with his death, all the knowledge of creating any new Spiders…_ Miles thought. The fact that the brass wanted to capture this one alive set so many alarms off that he couldn't tell if he was just extremely nervous, or if it was just his spider-sense warning him of danger. The Goblins themselves had been ordered scrapped, but years later they resurfaced organized under the banner of the self-proclaimed Goblin Queen.

The goblins themselves had been responsible for the deaths of numerous Spiders. While Goblins did come in various different states of insanity there was one thing unique to Goblins that Miles always found to be true; They were usually tough to kill. He shook himself out of his thoughts and focused back on the task at hand.

"You ready?" Miles asked trying to disguise the obvious aversion he had to their standing orders. Jessica gave him a thumbs up and what he could tell was a reluctant smile from behind her mask. He pushed himself o and leapt off the edge of the tail-gate. A half moment later Jessica launched herself off the edge of the open tail-gate, joining Miles in free-fall. Miles enjoyed the rush of the free-fall for all of the twelve seconds he had before aiming his web-slinger towards the nearest building and shot himself a line. He and Jessica made their way behind the rampaging Hulk, who was busy tossing cars and busses at buildings like a child in the midst of temper tantrum. By the way the streets below resembled a scrapyard with the number of vehicles that had been hastily abandoned, Miles guessed that the rampaging Goblin could be _entertained_ indefinitely if left to its own devices.

Using a combination of acrobatic web swinging and their inherent agility, the two Spiders landed on the street with the flowing grace of their namesake. Miles wondered for a moment by the way they were crouching, _Spider-crouching. That's what would Widow would joke,_ how it would turn out if they were infused with the essence of a cat. The Goblin was busy smashing up another car when they landed. Miles wasted no time pushing himself upright, Jessica sprinted alongside him. They'd worked together long enough that very rarely did they ever need to verbally communicate. A head nod, a twist of the body here and there…

Jessica struck first like she always did. Diving underneath the car the Goblin was readying to smash over its head, she struck out feet first, pushing the giant forward into the pavement. The car was flung backwards as the Goblin stumbled forward. Miles leapt onto it mid-air, using it as a spring-board to launch himself forward. He rocketed up above the goblins head. At the apex of his jump, adjusted his descent vector slightly as he aimed his body towards the goblins neck and shoulders. Suddenly the goblin regained its balance and became aware of his presence. The green monster turned to aim a large vicious green fist at him. At the last possible second he reached out with his left hand, catching the goblins' knuckles. He used the momentum to swing up and around the Goblins arm.

Kicking out with his left foot he struck the goblin on the left side of its face hard with his heel. Quickly he aimed his web-slinger towards a nearby building and pulled himself to safety as Jessica struck the goblins left knee with her fist, dropping the giant down to its knees.

"Control," Miles tapped his ear-piece in his mask to activate his radio as he hung from the side of the building by his fingers tips. "Somethings off, this isn't a normal goblin. It…it shouldn't be this easy…"

"Then you should probably focus on keeping it busy rather than chatting with me… _Sergeant._ " Captain Danvers rebuked sharply.

"Bitch," Miles muttered under his breath. Jessica was working the Goblin over with her fists like a boxer beating down a new untrained sparring partner. The Goblin was swinging and connecting with air and pavement as Jessica darted around him. If he was watching from the outside, Miles would guess that she was simply having fun toying with her victim. Jessica dodged a low sluggish swing, leapt up just above it and drove her fist hard across the Goblins face. The Goblin staggered for a moment, pulling a hand to its face as if it truly felt the blow.

Miles pushed himself off the windows of the building and drove both feet into the back of the Goblins neck. The Goblin fell forward, its face connecting to the pavement with a loud satisfying crack. Miles leapt off the Goblins head, taking position next to Jessica.

"Wow, either we've gotten stronger or-" Jessica paused mid-sentence and Miles didn't need to guess as to why. His spider-sense had started buzzing a sinister warning in his head as she trailed off. Moments later, sinister cackling came from high above them signaling the arrival of Hob-Goblins. Hob-Goblins weren't as dangerous as Green Goblins, of which there were only a handful that were known. But they were still dangerous. They had strength and speed that nearly rivaled that of the Spiders. But that wasn't why they were dangerous. Dressed in a hodge-podge of chain mail and medieval steel, the Hob-Goblins were heralds of the Goblin Queen. And the Goblin Queen was as deadly as they came.

"Jess…" Miles warned and started retreating back towards the Baxter building down the street.

Jessica instead clinched her fists and readied herself. "Oh its payback time!"

"Jess wait!" Miles reached for his partner and attempted to pulled her away from the two high-flying incoming goblins. Jessica shrugged him off and as the two Hob-Goblins came in high from seemingly behind the sun. Riding on rusty steel bat-shaped gliders, and each wielding a large sword the Hob-Goblins came barreling down at them at near super-sonic speeds. "Jess!" Miles urged again.

"I'm taking her down Miles. She's gonna pay for killing Slinger," Jessica ejected the non-lethal web-slinger capsule on her left wrist and quickly exchanged for it for more lethal web-shooter. The look she was probably giving him behind her mask dared him to go against her. "For Slinger…for Araña…." With that she had him convinced that she wasn't going to back down.

"Spider," Captain Danvers shouted into their ears. "No one authorized you for lethal-"

"Sorry Captain," Miles sent a small charge into his radio. A nice nifty ability of his he liked to call _Venom sting_. It allowed him to attack a target nervous system and other vital targets if he focused enough. This and his ability to turn invisible made him unique among the spiders. Though being unique didn't necessarily equate to strongest. That had been Eddie Brock, before the sinister Human Torch vaporized him. "Comms seem to be down."

Quickly, Miles ejected one of his non-lethal capsules and swapped in a lethal one. The Hob-Goblins were only four blocks away as they changed their trajectories, arced downwards and aimed their gliders at the Spiders.

They came in fast and hard on their gliders. If not for their super-human reflexes Miles and Jessica surely would've been decapitated or ran through as they passed. Miles had dodged to his right towards the fallen Goblin that was now beginning to shrink down to more manageable human levels. Jessica and ducked under the gliders, letting her body go limp as the two goblins shot upwards into the sky. She let the gliders drag her up through the air, gathering enough momentum to land on the shoulders of the Goblin on the right. The other Hob-Goblin glanced at his compatriot and sped off aiming himself back towards Miles.

"Come and get some you dollar store gargoyle!" Miles taunted the Goblin and began sprinting down the street. Weaving in and out of cars and vaulting over them, Miles ducked behind an over turned mini-van and used his second ability. Turning completely invisible Miles stayed perfectly still as the Hob-Goblin sped past his position, completely confused as to where his target had disappeared to. The Goblin changed course, coming around for a second pass. As he neared him, Miles bounded up high, grabbing ahold of the Goblin by the shoulders he flipped over his head, pulling the Goblin off its glider and slamming him head first into a nearby taxi.

Quickly, Miles reached for one of the pumpkin shaped grenades deep inside the goblins bag, activated it and webbed it directly to the Goblins face and leapt clear for safety. The following explosion decapitated the Goblin as the Goblin Jessica was battling earlier slammed face first into the pavement quickly followed by its glider impaling it dead-center in its chest.

"Ya know, when we're not restricted to non-lethal tactics, these guys aren't so bad." Jessica made quotations in the air with her fingers as she said _restricted_. Miles nodded slightly in agreement before turning his attention back to the Goblin they'd been tasked with capturing earlier. When they returned to the body surprisingly, instead of a de-powered Goblin, they'd come face to face with their worst nightmare.

Jennifer Walters was once an up and coming U. Corps Captain. Her cousin, U.S Navy Lieutenant Commander Bruce Banner had been the first subject that perished under Norman Osbornes Goblin program. Thinking that Bruce was simply too mentally fragile to withstand the process, Jennifer volunteered to be the second test-subject. For a time, she managed to retain her sanity, and even helped the Spiders to subdue Bruce after his rampage has left millions dead.

It wasn't long after that, that she too started to lose control. Ben Reilly, codenamed: Slinger had been Captain Walters first victim. Ben and Jessica were to be married that week, and Jessica had sworn revenge ever since. At eight feet tall, dressed in a combination of rags and barely fitting chainmail, no shoes but metal scrap wrapped around her legs for greaves. Her finger and toe nails had been grown so ridiculously long that they might as well as have been claws. In her right hand was a large chiseled sword that had had as much care as her dirty and knotted mane of dark green hair that rested upon her shoulders. In her left hand she was holding their target up by his neck much like a mother dog would do one of her pups. She raised the limp body up to her nose, giving him a series of inquisitive sniffs.

"Jessica…Miles…" The Goblin Queen smiled at them with familiarity. "So nice…to see you again…." After one long final sniff she tossed the man to the ground and plunged her sword through the back of his head before they could stop her. "This one. Isn't mine. Wasted my two favorite Heralds. Carol must want war."

"I'll give you war you sick fucking-" Jessica started and was sent flying into a car before she could finish her sentence. She crashed into the windshield with enough force to shatter the entire reinforced sheet of glass.

"Jessica…Jessica…" The Goblin Queen chanted over and over. "Jessica…you used to do my hair…. Why don't you… come do my hair anymore?

"Jess!" Miles called out to her. He saw her immediately struggle to free herself from the confines of twisted metal and glass. Knew he had to buy her time. Quickly he scanned his surroundings, spotted a loose bag of pumpkin bombs laying silently near the fallen Goblin with the glider impaling him in the back.

"And little Private Morales." The Goblin Queen slowly turned her head towards him. The sight of it reminded Miles of a monster or ghost in a Japanese horror movie. Slow, jerking motions. Movements that when he saw them on screen were laughable, but in reality they were scarier than he could put into words. "Why don't you come here and give me-"

Miles shot a glob of webbing at her face and then bolted for the bag of pumpkin bombs. Behind him the Queen was shouting 'My hair! My beautiful hair!' As she struggled to get the sticky substance off of her head. He reached the bag, snatched it up as he turned to lob a pumpkin bomb at the Goblin Queen, but in that breath she was already charging him, that heavy rusty sword drawn up high over her right shoulder. Miles dodged as fast as he could as the sword slammed down mere inches of away from where he was standing. Though he avoided the strike, the tip of the giant rusty blade scratched and tore at his mask.

 _Thank god for Kevlar!_ He thought as he tumbled backwards in an attempt to get some distance between them. The Goblin Queen turned and slashed again with the sword and Miles dodged, realizing too late that the attack itself was a feint. She brought her large green and smelly foot up and punted him hard as if he was no lighter than a soccer ball. He didn't know how many vehicles he smashed through, or how he managed to keep hold of the bag of pumpkin bombs and not have any of them go off. He was simply glad her disgustingly long toe nails had not managed to cut him, or his suit. Miles skidded across the ground a good few hundred feet, finding himself in the street in front of the Baxter building.

 _Gotta get her to chase me._ Despite the pain he pushed himself up to his feet and aimed his Web-shooter. The Queen was stalking back towards Jessica when his third shot struck the side of her head. The .40 caliber round did little more than make her angry. Which is what he wanted.

"Come on you stinky string bean, let's dance!" He emptied the lethal capsule of its rounds, and swapped in another clip as the big green Goblin Queen rushed towards him. Miles slung the satchel of pumpkin bombs over his shoulder and rushed to snatch up the nearest car. Miles hurled the car at her as hard and as fast as he could. As he expected she knocked it out of the air with her arm, her sword being too brittle to actually cut through metal. "Aw baby what are you doing? You tossing away my tokens of love?" Miles quickly picked up and tossed another car then another and another one after that. They didn't seem to slow her down, and she was getting dangerously closer than he wanted.

By now, Jessica had managed to pry herself free from the car she'd been tangled in and was starting to make her way to him. She was web-swinging his way when he picked up the next car that was near him and hurled hit hard and fast like a quarterback. As the Goblin Queen knocked this vehicle aside, Miles lobbed an activated pumpkin bomb through its rear windshield.

The explosion managed to knock her off her feet, into a Hydra Securities van. Miles quickly aimed his web-slinger up at the side of the Baxter Building and began sprinting vertically up it.

"Miles! She's going to catch you!" Jessica called after him. Miles dared not look back in case her warning was correct. With a combination of sprinting and web zip-lines, Miles made his way up to the roof top. A half-breath after he landed, the Goblin Queen had some-how launched herself high up over the ledge. She landed bare-foot on the gravel in front of him.

"Ah come on." He snorted as she snatched him up angrily by the throat.

"YOU HURT MY PRETTY FACE!" She screamed loudly. For a moment Miles thought his ear-drums were going to burst, or she was going to snap his neck. He tried to pull his nose away from her rancid breath.

"You know we always hurt the ones we love." Miles latched onto her wrists and channeled a venom sting to the nerves in her hands forcing her to free him. "And what is love?" He managed to dodge her next strike with her sword unscathed. The sword itself shattered and angrily the Goblin Queen tossed it over the side. She came at him with a giant right hand. Her fist coming faster than what he was prepared for, even though he managed to raise his hands up in time to block the hit, he wasn't quick enough to block or dodge her follow up attack.

She punched him once, hard in the ribs knocking the wind out of his lungs. Miles gasped loudly, feeling as though he was going to die. _Here I go Widow. I'll be joining you soon_. Her next strike sent him tumbling into the metal vents and pipes. By then Jessica had arrived on the roof-top by way of a re-purposed Goblin Glider. The Goblin Queen, though, quickly snatched her out of the air as she came into view and sent her crashing into the debris next to Miles.

"What is love?" The Goblin Queen cackled as if somehow she finally understood the joke. She hunched herself over like a lion about to finish off a wounded zebra. "Baby don't hurt me…" She growled low. "Don't hurt me…"

"No more!" This came from a new voice. One Miles didn't recognize at first, but something in his brain was telling him he was imagining it. A pumpkin bomb exploded to the side of the Goblin Queens head. Miles glanced around trying to see where it came from. His satchel had spilled across the gravel of the rooftop as he'd gone tumbling. He followed the loose bombs across the way, and saw a few resting at the feet of a familiar looking figure.

Though, tattered, burnt and covered in blood, the pattern of the white suit was un-mistakable. The figure snatched up a second pumpkin bomb and hurled it towards the Goblin Queen as she recovered from the blow of the first bomb. The second detonation sent the Goblin Queen reeling backwards towards the edge of the roof.

Jessica was the first to get to their feet. She reached down and pulled Miles up with her screaming

"THIS IS FOR SLINGER AND WIDOW YOU SLIMY BITCH!" Jessica was suddenly invigorated by her anger and lust for revenge. She shot forward nailing the Goblin Queen once with a hard right, then left. The Queen laughed again and began to trade hard blows with Jessica. Miles stumbled in to back up his partner. For every swing Jessica was unable to block or dodge, Miles countered with a shot of his web shooter, or by simply absorbing the blow completely not truly caring how much it hurt. Jessica did the same for him.

The two spiders darted in and out, doing their best to confuse the Goblin Queen and beat her down as much as possible. When it seemed as though they were getting the upper hand, the Queen managed to snatch Jessica up by her arm and slam her hard into Miles. She threw her head back to laugh, when a giant glob of webbing struck her dead center of her face and covered her entire head in webbing. Without missing a beat, Jessica was up and drove her shoulder hard into the Queen. Using all the strength she could, Jessica took the Queen over the edge and held onto her as they both toppled over the edge screaming and raging at each other.

Miles rushed to the edge nearly ready to leap after them when he paused. He knew it wasn't the time but he decided he needed to know if his eyes were playing tricks on him. _Just a cursory look. It's a long way down, Jessica won't do anything stupid._ He quickly glanced behind him catching a glimpse of a quick movement. Someone, who wasn't setting off his spider-sense was attempting to hide from him. Against his better judgement he investigated further, stepping over the twist and broken pieces of vents and copper, he turned the corner around the roof access door nearly died there where he stood.

Sitting, slightly slumped against the brick housing of the roof access, in a nearly completely destroyed Spider-Suit, was Gwen Stacy…The White Widow. He shook his head not truly believing what he was seeing. Was it his imagination playing tricks on him? Imagining a dead comrade whom he secretly loved while his best friend was some forty stories below probably getting killed. _Need to check if this is real. Have to know if its…_

"H-heee-y there handsome…." She spoke. Her breath was short and shallow. As though she was struggling to breath. Her skin was pale and clammy from what he could tell was massive blood loss. Her entire right side had been almost completely stained with blood. Her mask sat tattered on the ground next to her, revealing bright, shining golden locks that rested neatly across her neck. "What's a girl gotta do to find a doctor around her?"

"Widow?" He asked dumbfounded. Then, shaking himself out of his stupor, realizing what was going on was real the urgency to return to Jessica was even more drastic. He quickly dropped down to her side, his fingers fumbling to reach his first aid kit. Fumbling with it at first before retrieving a package of quick clot and some gauze from one of his belt pouches. He tore open the packet and hurriedly dumped as much of the white powdery substance over the stab wound on her side before taking out a clump of gauze and taped it to her body. "Listen, I need to check on Jess, gonna need you to come down with me is that okay? I'll set you someplace safe."

Gwen weakly raised her arm up in response. Miles quickly scooped her up in his arms and sprinted for the edge of the roof. He leapt off the edge, cradling widow in his arms. If not for the situation being urgently dire, he probably would've reveled in the feeling of finally being able to hold her. He shot out a few lines of webbing to slow their decent to ground level. As they reached the bottom, he spotted Jessica and the Goblin Queen still locked in combat.

The two were trading blows again, yet this time when the Goblin Queen struck Jessica with a hard left hook, the Spider dropped down to one knee suddenly unable to keep up with nearly unnatural speed and power of the Queen.

"Okay, I'm gonna set you down," Miles said as he stepped behind an over-turned police squad car. "I'm gonna go save Jess, then we'll be back. Stay put." He ordered. Heart racing in his chest he stepped back around to see the Goblin Queen scoop Jessica up and hold her high over her head like a wrestler about to power-slam an opponent into the canvas. Miles sprinted, urged his muscles to give him enough power so that he could make it in time.

Jessica went crashing into the pavement before Miles could stop it from happening. His fellow Spider lay prone, un-moving as the Goblin Queen stood victoriously over her. She then turned her attention to Miles, who now angered at the prospect of losing another Spider just after he'd found White Widow alive and _almost_ well. _No!_ He told himself. _Not Jess! I won't accept this!_

Concentrating as hard as he could, he focused whatever remaining charge of his venom sting into both of his fists. The Goblin Queen took off towards him and he met her, fists flying in a flurry that would put most boxers to shame. They traded blows, but Miles' wasn't sure if he'd be able to keep up his momentum. Every time he landed what he thought was a finishing blow, she laughed or shrugged off the hit and struck him harder, faster and more ferocious than before. She snatched him up by his throat and spun wildly him around in the air once before slamming him hard into the pavement onto his back. The street cracked and sunk in at least twelve inches, and somewhere along the side of the street a fire hydrant exploded.

"Miles, Miles, Miles…" The Goblin Queen placed her giant foot onto his chest, keeping him in place. He struggled to free himself, but she kept pushing him deeper into the street. "Itsy, bitsy Miles…I only came to see if one of my children had escaped. But it was not so. This was fun though. I haven't played with you in a while...seeing as your kind break sooo easy..." She laughed and looked up towards the sky as if the damage the rogue Goblin had done was a masterful piece of art. She leaned down, swapping her foot for her knee, and taking ahold of his wrists and pressing them against the ground. Using her teeth, she pulled his mask up off his face, resembling a dog trying to tear up a rag in the process.

"Get off him!" Jessica appeared suddenly. Having had leapt onto the Goblin Queens back, she produced a thick line of webbing and was wrapping it tightly around the Goblin's throat. The Goblin reached back over her shoulder as if there was a dastardly itch between her shoulder blades she was unable to scratch. Jessica ducked down, continued wrapping her webbing around the Queens throat until the Goblin stood up, struggling to breath. The instant she was off him, Miles aimed his web-slinger…and nothing.

"Shit!" A cursory glance told him that both his web-shooters and web-slinger had been rendered unusable. Still, not wanting to waste the opportunity that Jessica was giving them, Miles scrambled out of the hole as the Goblin continued to twist and buck in an attempt to throw Jessica off her back. He dove for her feet, holding he breath as the foul musk of her body began to fill his nostrils. He managed to trip her up, and as she fell forward onto her face, Jessica alternated between jerking hard upwards with her webs and emptying the magazine of her web shooter with her other hand.

As the Goblin Queen collapsed on the ground, Jessica rolled off her back. Still holding onto the webs garroting the Queen, Jessica scrambled back up to her feet. The Queen managed to push herself up to her knees. She reached up, took hold of the web-lines with enough force and speed that it pulled Jessica off balance, jerking her forward. She took a firm hold of Jessica's wrists and squeezed hard.

Jessica howled loudly as the Goblin Queen broke both her arms at the wrists. As she rose to her feet, the Queen punted Jessica hard into a taxi. The Queen leapt up but Miles managed to intercept her before she crashed back into the ground.

"Time to go to sleep sweet princess." Miles shouted into her ear as he wrapped her arms around the Queens neck, desperately and forcefully applying a rear choke hold. She began smashing herself against everything in an attempt to get Miles off her, but his hold was firm and true. Still, she threw herself into buildings in an attempt to remove him from her back. After what seemed like forever, The Queen finally began to slow down, swinging wildly like boar she finally collapsed to down to her knees. "Shh…go to sleep now precious," Miles whispered over the Queens long drawn out breaths. He felt the Queens body go limp as she finally collapsed unconscious to the pavement. It wasn't until the Queen began snoring loudly, and her body slowly began reverting back to normal size that Miles finally released him hold.

Exhausted he fell back against an overturned vehicle, looking up as the drop-ships carrying the Winter Soldiers of Alpha company finally arrived. He watched as they rappelled down to his position, blocks away from where he'd left Jessica and Widow. Ignoring an Winter Soldier officer as he landed on the street, Miles rushed back towards where he'd earlier left his comrades in a full dead sprint.

He found Jessica sitting with her back against the taxi she'd been kicked into earlier, her arms laying limp in her lap. He slid up to her on his knees as she woozily raised her head to greet him.

"Jess, you alright?" He asked, quickly examining her wrists. When they had been a full squad, Miles had taken up the dual role of the squad's medic and infiltrator. Jessica had always been a slugger and in their infancy, the Spiders had often been deployed in support of other teams. When Ben Reilly, Slinger, had been killed it had been because he was deployed alone with Captain Walters.

"I think I can retire from juggling for a bit." She winced as he began splinting her wrists in place. "We get her?"

Miles shook his head. "Alpha company is here cleaning up. Gonna have to answer to Captain Rogers here shortly." Miles removed her mask and stuffed it into her belt. Her short brown hair was damp with sweat as was her face. He gave her face a cursory inspection with his hands and was satisfied that she had only acquired a possible fracture to her right cheek bone and a couple of bruises.

"Sorry Ben," Jessica whispered, tears welling up in her eyes.

After he finished wrapping the splints on her arms, he lifted her up to her feet and began leading her towards where he stashed Gwen. "Come on, we need to check on Widow."

"Who…?" He could feel Jessica staring at him wide-eyed and confused. They found Widow laying curled on her side, her hands still pressed up against her side. In her left hand she was firmly gripping what seemed like a busted web-shooter of some kind. Miles rushed to her side and quickly checked for a pulse. He found it faint, yet stable. "My god…" Jessica had said in complete utter disbelief. He peeled her fingers carefully away from the device in her hands and stuffed it into one of his free cargo pouches. He set her up into a upright sitting position, Jessica knelt down and threw her arms around the unconscious Widow.

"I don't believe it either. Thought we lost her to that so-called _Fatal Four_ and their negative zone." Miles said. Their drop-ship passed overhead, circling for a safe place to pick them up. Miles sighed happily to himself. Though he knew a massive butt chewing was on the horizon for them, for the first time in their history, the Spiders would be coming home plus one.


	3. 2:The Spiders of Shield

The SP.I.D.E.R.S

SPectacular

Insertion

Demolition

Extraction

Rescue

Squad

 **1)** **Lt. Benjamin 'Ben' Reilly**

Code Name: Slinger

Abilities: Strength, agility, Spider-sense, _stingers_ on the back of each hand,

Killed by Jennifer Walters, the Goblin Queen

 **2)SFC. Edward** **'Eddie' Brock**

Code Name: Tarantula

Abilities: Superior Strength, Agility, Spider-sense, corrosive organic webbing

Killed by Human Torch of the Fatal Four, immediately after melting the face off the Thing.

 **3)** **CPL. Anya Corazon**

Code Name: Arana

Abilities: Strength, agility, spider-sense, creates protective exo-skeleton

Captured and tortured to death by the Goblin Queen, who later sent the spiders her head and video of the torture.

 **4)** **SSG. Maxwell 'Mac' Gargan**

Code Name: Scorpion

Abilities: Strength, agility, spider-sense, hardened skin, Scorpion Sting

Beaten to death by Goblin Queen

 **5)** **Pvt. Andrea Benton**

Code Name: Mania

Abilities: Strength, agility, spider-sense, can create up to four copies of herself that last for 4 minutes or until destroyed.

While fighting the Sinister Six, her symbiote dampener was destroyed without her realization Euthanized by fire after utilizing Venom tablet and going on an uncontrolled rampage.

 **6) Sgt. Carlos** **LaMuerto**

Code Name: Black Tarantula

Abilities: Strength, agility, can create concussive blasts from his eyes

M.I.A during Blackbird Down incident in Wakanda

 **7)** **Sgt. Jessica Drew**

Code Name: previously Black widow, changed to Scarlet Slinger after Ben Reilly's death.

Abilities: Strength, agility, limited invulnerability, can mentally link spider-senses. Can summon and control spiders

8) **SSG. Miles Morales**

Code Name: Spider

Abilities: Strength, agility, venom blats, temporary optic camouflage,

 **9)** **Sgt. Gwen Stacy**

Code Name: White Widow

Abilities: Strength, agility, widow's mark, and widow venom

Lost to Negative Zone after pulling in Mr. Fatal (Reed Richards) with her and closing the portal around his elongated neck. Possible death due to over exposure to negative zone particles without a protective suit.

 **10)** **MAJ. Eugene 'Flash' Thompson**

Code Name: Captain Spider

Abilities: Strength, Speed, Stamina, Durability, agility, reflexes, Healing factor, Spider-Sense, Active Camouflage, matter generation/manipulation, night vision

Stayed behind to destroy Sinister cloning facility to buy team time to escape. Presumed dead. Posthumously promoted to Major from Captain.


	4. 3:Redeployment

REDEPLOYMENT

"But mom," Gwen mumbled lucidly. "I wanna wear bananas for my birthday…"

"I think that means she's stabilized." A voice chuckled softly. Gwen's eyes shot open as a hand gently caressed her cheek. If not for the sudden pain in her sides, Gwen would have sat straight up. Instead she found herself curled up in the lap of a woman. As her eyes slowly began to focus, she found that the woman had a familiar face. Short brown hair, brown eyes and a very signature grin.

"J-Jessica? J-jessica is that you?" Gwen asked. Jessica nodded happily just before lifting both arms high enough into her vision so that she could see that both her hands were wrapped and splinted at the wrists.

"I'd do your hair, but as you can see I'm a bit handicapped."

"Where's…my bag!? Where's… Wh-what…what's going on?" Gwen took a moment to take in her surroundings. It was then she noticed the open bay of what she could only guess was the cargo bay of some sort of transport plane, or jet. Hanging above her, was a plastic bag filled with red liquid. There was a small plastic tube connected to the bag, and her eyes traced it back down to her own arm, which had been tucked under a military style jacket. Peeping underneath the jacket she could see that her costume had been hacked away with scissors, cut away to expose the wound on her right side. For modesty's sake the jacket had been draped over her.

"We're on our way home." Jessica answered sweetly as she continued to run her fingers through Gwens hair in an attempt to keep her calm. "Try not to move around too much. Miles patched you up the best he could. Be he thinks your ribs might be broken, or bruised."

"M-Miles…? Miles…?" Gwen brought her hands to her face and rubbed at her eyes. Then she exclaimed as if an epiphany had just come to her. "Miles…the kid?" Gwen asked confused. She thought back and remembered being beaten by the Wrecker after opening a random portal…which she realized quickly was a terrible idea but it was all she had during the heat of the moment. Soon afterwards she'd been wrapped up in a car like she was the filler of a burrito and then tossed into a building. Somehow she managed to free herself from the car, but was still struck by the ensuing explosion. Shortly after that she made her way up to the roof, where she tried to perform first-aid on herself. Somewhere in between she began slipping in and out of consciousness, when she snapped awake by a battle happening at her roof-top sanctuary. When she spotted the spiders of the world, she knew immediately that she had to assist them, because they were probably dealing with her mess. But she'd expected to maybe find an alternate version of Peter Parker here.

Jessica tilted her head confused. "You okay? Gwen?" She then paused as if realizing something then added, "All that time trapped in the Negative Zone must've scrambled your brains pretty good. We'll get you sorted, no worries." She called for Miles to come over to join them. He appeared from behind a stack of what Gwen assumed were weapons boxes.

"One sec," Miles said. A moment later he shut the box he had been digging around in and moved around it to join them. He reached into one of the pouches hanging around his belt a pulled out a small flashlight. "How you feeling?"

If not for her experiences around the multi-verse she would've been surprised. From what she remembered of the young Miles Morales during their fight with the Inheritors he was just a young middle-school aged kid. Here, in this world, Miles Morales was a full grown adult. Lean, muscular and sporting a close tight military style haircut, Miles' spider-suit was black with a large red fang pattern set upon the chest of the suit. Centered in the red was the emblem of a menacing looking black spider with legs stretching around out of the red and disappearing into the black of the rest of the suit.

Miles knelt down and flicked the flashlight on, hovering it a few inches above her face. "Just follow the light."

"Listen, I'm not who you think I am…" Gwen protested, but followed the bright light with her eyes.

"Names Gwendolyn Maxine Stacy?"

"Yes but,"

"From Forest Hills Queens?"

"Yes but…"

"Father was Captain George Stacy?"

"Yes that's my dad but…"

"Favorite musical instrument the drums?"

"Yes, but really seriously you need to listen…"

"You still weigh approximately one-hundred and-"

"HEY!" Gwen shouted in protested annoyed.

"Yup, that's our Widow." Jessica laughed. "Still embarrassed about your weight?"

"No, th-that's not what," She let out an irritated sigh. _I'll just wait when I can get a word in._

"No head trauma. But there's no telling what the effects of the Negative Zone has had on you over the last six months." Miles said. He reached back into his pouches and pulled out two small packets. "Here, T-threes for the pain. Shouldn't need more than that." He tore the packets open and offered them to her. Irritated she accepted the pills and a swallow of water from a canteen Miles pulled from off his belt.

"Listen seriously guys…I'm not…" Gwen started explaining, but was cut off by a voice coming over the aircrafts PA system. "Forget it!" If not for the enormous pain in her sides she would've thrown her hands up in frustration. _I'll just let them think I'm this alternate version of me. Might get them to help me get back to check on dad._ She thought to herself.

"This is Captain Summers, we are now beginning our approach to S.H.E.I.L.D Helocarrier PENTHOS, everyone needs to take their seat and buckle their safety belts before we begin our descent." Miles reached around Gwen's body, pulling straps from the seats located below her and began strapping her down to the seats she was laying on before taking a seat across from her and Jessica.

"Hey, what the hell are you doing?" Jessica tilted her head. "This is a homecoming. We're walking off that tail-gate like old times." Miles seemed to contemplate Jessica's words if only for a moment before taking a seat next to Jessica. Then Captain Summers' voice came back over the P.A.

"We also like to welcome you home Widow, the first round will be on us if you stop by the Officers Cantina."

Jessica carefully raised her hands and carefully pantomimed clapping. "Sounds like it's going to be a nice long quiet night of partying." She glanced down at Gwen, noticing the upset look on her face. "Don't worry, you don't have to go out tonight. Besides, you're probably going to be busy answering dozens of questions that'll tire you out."

"Not today." Miles said sternly. "She's going to rest up, and when she's one-hundred percent and feels like it, she can field questions if she wants. All I know is that Widow is back, and we're plus one rather than a minus."

Gwen gave up trying to explain herself, deciding that as soon as she was fully recovered she would explain herself and see if they could help her return to her own universe. They rode the rest of the way to the Helicarrier in relative silence. After a while the pain in her sides began to dull, even with the slight jerking of the otherwise extremely smooth flight of the Blackbird. The flight was so smooth in fact, that Gwen hadn't realized that they'd landed until Captain Summers's voice came over the P.A saying.

"Taxiing into the loading bay, prepare for off-load." Miles was up first, removing first Jessica's seatbelt before unstrapping Gwen from the seat and helping her sit up.

"I assume you're going to want to walk out, instead of being carried." Miles offered her a hand and she reluctantly took his hand as Jessica began making her way towards the tailgate of the plane.

"Want me to head off the ol war-bitch?" Jessica asked as Miles detached the IV bag from where he had it hung above Gwen.

"Nah, I got it." Miles said as he lifted Gwen to her feet. Holding her in place he taped the IV bag to her back underneath the jacket that was draped over her shoulders. "Today is not the day to mess with Spiders."

As the tailgate of the Blackbird began to lower Jessica jokingly said. "You're gonna get demoted and then I'll be your boss."

"Would that change anything?" Miles slipped his mask back over his head.

"I'd reinstate Selfie-Tuesday."

"You wouldn't dare!" Miles flinched in fake protest.

"Selfie-Tuesday E-V-E-R-Y-day!" Jessica laughed. Gwen couldn't tell if they were either professional soldiers, or simply lucky idiots in their own right.

Reluctantly Gwen followed Miles and Jessica out of the Blackbird and down the lowered ramp as he moved her behind Jessica. Onto the deck of what Gwen could only guess was the hangar-bay, a woman in a wheel-chair wearing a blue military dress uniform surrounded by a small squad of soldiers dressed in fatigues and from what she could tell were officers in dress uniforms as well. Her short blond hair was cut into a tight faux-hawk.

As they descended the ramp the woman in the wheelchair shouted. "Sergeant Morales! Tell me why in Gods name you took it upon yourself to short out your radio again?"

"You got no proof of that wheels," Miles scoffed.

"You got no proof of that…CAPTAIN!" The Wheelchair bound woman corrected.

"Whatever." Miles shrugged indifferently and kept walking past her. "Bill me." The woman in the wheelchair spun herself around to follow Miles.

"Don't you walk away from me Morales!" She called after him. "I swear I'm going to have you busted and kicked out so quick that you'll be begging to clean the shit off my shoes."

Miles paused mid-stride and turned to the woman and said "Isn't that the way you won that wheelchair anyway? Tripped over your shit covered shoes and fell down some stairs?"

"What the hell did you say to her?" One of the soldiers stepped towards Miles seizing him by the shoulder. The Officer glared thinking his rank would scare Miles into kowtowing to the woman in the wheelchair. "You need to speak to Captain Danvers with a bit more respect soldier."

"Ya know Sir, when she can stand up and talk _shit_ to my face, then _maybe_. But for now, she ain't got no legs to stand on." The officer standing in front of Miles was angry for a moment, then cocked his head sideways in confusion. The woman in the wheelchair seemed confused as well. Everyone had been so focused on admonishing Miles that no one had noticed either Jessica or Gwen until they managed to skirt the gathering crowd and join him on the other.

"Holy fuck… is that…Stacy…?" Someone asked and suddenly Gwen felt extremely uneasy as all eyes in the hangar bay suddenly fell upon her.

"Wave to your fan-club." Jessica whispered in her ear. Gwen gave her a raised eyebrow, but Jessica's smile was warm and disarming. A look that Gwen found herself unable to go against. She slipped a hand out from under her jacket and executed a slight finger wave.

"H-hey everyone…good to be back?" She said awkwardly. The crowd slowly parted as the woman in the wheelchair wheeled towards her as if to get a closer look.

"But…the Negative Zone…How did you…escape?" Captain Danvers shook her head as if trying to wake herself from a dream.

"If you'll excuse us…" Miles pivoted on his heels to walk away, tapping Jessica lightly on the arm. Jessica lightly squeezed Gwen on the small of her back as a signal to follow. "We have a tradition of uphold. You can cuss us all out at your hearts content later."

Gwen followed the two Spiders out of the wide open space of the hangar bay and through a set of double doors that lead down a long hallway lined with doors on either side. As they made their way through, passing other soldiers who seemed confused and amazed at her presence.

"Everyone's looking at me weird," Gwen said. "Am I famous here or something."

"Babe…" Jessica draped an arm around her, hugging her as best she could. "We have a lot to talk about when we get back to the nest."

"The nest?"

"Home," Miles said solemnly as he turned toward a door and pushed it open. "Don't worry we'll bring you up to speed. A lot has happened since you…" Miles trailed off and then shook his head.

"Don't get gloomy on us now Miles." Jessica ushered Gwen through the door. "I know the Captain gets under your skin. Gotta let it go."

"You know, the way you spoke to that lady in the wheelchair." Gwen began, but Miles raised a hand.

"That _lady_ in wound up in that wheelchair because she got her boyfriend to push her downstairs so she could get her child aborted, except instead of killing the baby, she ended up paralyzed." Miles said angrily.

"Miles we don't really know that for sure." Jessica sighed. "But listen, you really should start giving Captain Danvers a bit more respect. Just fake it a bit, cause we all know that she's got this huge target painted on your back."

"She'll get my respect when she earns it." Miles said flatly. Gwen couldn't tell if he was angry, upset, or indifferent to the prospect of treating Captain Danvers any better than he already was. He continued down the hallway until he reached another set of door and glanced over his shoulder. "Besides, I can't allow anything to happen to me. Who's going to keep your rage in check Jess?"

"My rage?" Jessica laughed. "I wasn't the one who punched out…"

"Come on we all know he deserved it." Miles flashed a smirk on his face and suddenly he and Jessica were back to blabbing about past incidents, and good times. Gwen didn't quite know what to think about the extreme flips they were going through. Serious one second, playful and joking the next. Seeing that she was lagging behind them, Jessica jogged back and placed a comforting arm around her shoulder.

"Its okay honey, this is all probably confusing and what not…its okay we'll take care of you. Spiders always take care of each other."

"No, its…I can't help but think I'm forgetting something…."

"Apparently you've forgotten a lot." Jessica said gentle as she led her further away from the hangar. They navigated the hallways of the Helocarrier, nodding and greeting more agents, soldiers until they came to another set of double doors with a giant Black spider emblazoned across its face. Miles punched in a code and the double doors hissed open.

"Welcome back," Miles said as gestured her to enter. As she did, Gwen took in the SPIDERS living area with awe.

"Holy…Batcave much?" Gwen said under her breath. The room was large, the walls lined with memorabilia of missions past. Looking down at the floor was a cartoon caricature of Spider-Ham wearing a symbiote punching a cartoonish looking Goblin in the face. "Ham?"

Jessica appeared next to her and pointed at the logo and said "That was your suggestion. Andrea painted it…remember?" Jessica lead Gwen further inside, the room was large and circular. In the center was a couch and a large television set video game consoles and a loose but varied collection of DVDs sat under it. Behind the television and to the left was a weight lifting bench with a small selection of weights. Next to that was a treadmill, elliptical and a pull-up bar. Opposite all that there was a small but complete looking kitchen and a small dining room table. Beyond that, a boxing ring and a few punching bags. Looking up on the ceiling there was various gymnastic rings, and what she could only guess was a full blown obstacle course.

"You ready Jess?" Miles called from the kitchen. On closure inspection, the table was large enough to fit around ten people. On the back of the chairs there were names painted carefully on the back of each. Though uniformed in that way, the names were in different handwritings and styles. _Slinger, Arana, Mania, Widow, Tarantula_ …the names she could read on the chairs that were facing her.

"Yeah," Jessica rushed to join Miles at the table, who was busy filling ten shot glasses with brown liquid from a very ornate looking bottle. "Come join, might jog your memory."

"Doubt it," Gwen mumbled under her breath but joined them anyway. Jessica pointed her towards the _Widow_ seat and then joined Miles on the other side of the table standing two chairs down. Atop the table were ten plates though eight, including the plate at the _Widow_ chair were adorned with a single red rose, a measured pile of salt and a single slice of lemon placed on top of a plate. Each plate had a small candle and shot glass filled to the brim set adjacent to the lemon. Everything seemed extremely uniformed and precise.

"Shit, sorry." Miles rushed around the table and removed her plate, dumping the pile of salt and the lemon and swiping the candle and the rose before tossing them on the counter of the kitchen sink.

"Way to go Miles," Jessica playfully made a face at Miles before turning to wink at Gwen. "Forgive him, he's been sort of a mess since then. Man can barely remember his name some days." Returning to the table Miles raised his shot glass. Jessica raised hers and Gwen joined them if only not to insult the pair.

Solemnly Miles spoke. "We acknowledge those missing from this table. We remember them always. We'll remember their suffering, their sacrifices. To Captain Spider, for his everlasting inspiration and leadership. To Lieutenant Slinger, who was recklessly lucky and luckily reckless. To Tarantula, A Sergeant First Class,"

"A First Class Sergeant," Jessica added. Miles continued as if the interruption had been scripted.

"To Staff Sergeant Scorpion, hard of skin, hard of hearing, but not hard of heart. To Sergeant LaMuerto, Black Tarantula by name, man of God by trade. To Corporal Arana,león madre que amaba a sus cachorros . And to Private Mania, who sacrificed everything, and gained much more in return."

"To their great power!" Jessica said.

"Our great responsibility!" Miles said finally then both he and Jessica added "Amen." Before gulping down their glasses. Gwen stared at them both, wondering if they expected her to do the same.

"You guys, do that all the time?" Gwen asked.

"After every mission." Jessica said staring into her glass. "Captain Spider…Major Thompson initiated it after Ben died. We've just kept it going."

"You don't have to drink. Actually after taking Tee threes you shouldn't have any alcohol." Miles reached over and took her glass.

"All that…is that off a script or…?"

"Its how they wanted to be remembered." Miles said not looking at her, but seemingly past her. As if he was remembering something horrible. "We all have a line. Even you."

"What was mine?" Gwen asked more out of grim curiosity than anything else.

"Sergeant White Widow, Great power, Great Responsibility, Great Costume." Miles said.

"Not as awesome as mine though." Jessica poured herself another shot. "Sergeant Drew, Black Widow, Scarlet Slinger, once a widow twice named and still drop dead cynical." She gulped the shot down laughing.

"What about you?" Gwen asked Miles, suddenly curious.

"Forgotten and Forgiven." Miles said walking away. "Anyway, I'm glad your back."

"Whats his issue?" Gwen muttered underneath her breath.

"Hey look, I know you two never quite got along completely." Jessica poured herself a third shot but stared into. "But when you _died_ …it wrecked him pretty back. He's going to act like he's going to sleep but he just lies there…thinking. Little bastard thinks way too much. It's not even my place to say it, but I doubt he'll say anything anyway." Jessica took a gulp from her glass and quickly filled it again.

"Excuse me?" Gwen continued giving Jessica a look that spoke of complete confusion. Jessica stare back at her as she gulped down the contents of the shot glass. After a moment she set the bottle and the glass down and then began walking towards the other side of the living area.

"I know you probably wanna get out of that ragged nasty thing, but follow me for a moment." Jessica walked up to a pair of metal doors, punched in a code and waiting for Gwen to join her as the doors slid open with a hiss. Lighting on the inside flickered on as Jessica stepped inside as Gwen neared her. Inside the was small, yet comfortable. A computer desk sat in the far corner. The top of messy, covered in stacks of loose paper and some magazines. To the immediate right of the door was a twin-sized bed, partially unmade but had large fleece blankets and loads of pillows adorning the top. The walls were painted red and yellow and covered with various pictures of Jessica and a man with short dark brown hair with bleach blonde tips Gwen recognized as Ben Reilly.

"This was Slingers room." She said. "I've taken over the bed, and redecorated a bit. But it really is his. I can't sleep in my room anymore. Its…its too empty in there. So sometimes I sleep here when I get sick and tired of Miles. "

"What about other times?"

"Pillow forts." Jessica said with a grin. She motioned for Gwen to sit on the bed while she searched through a stack of books and after a moment found what she was looking for. "Ben had a fondness for keeping a detailed history on things. I've kind of kept the book going." Jessica handed Gwen a large stack of papers sandwiched between two carefully wrapped pieces of cardboard. The pages where held together by three plastic zip-ties. The cover of the book read: _SPIDERS_. Gwen opened the first page and saw a picture of her standing with nine others. She immediately recognized Anya Corazon, Jessica, Miles and Ben Reilly. The others were faces alien and unfamiliar to her. She found herself with her arm wrapped around a young woman with short black hair. Both of them were sticking out their tongues.

"This is our first group shot. Before Professor Parker began the procedure." Jessica said.

"Parker?" Gwen raised her eyes from the page and Jessica immediately nodded. "Peter was a nerd here too?"

"Yeah he was I guess. Though you would know being his ex-wife."

"What!" Gwen nearly surprised. Jessica regarded her oddly. As if this was information that she should've known.

"Yeah, in fact he was seriously against you being a part of the program. All sorts of drama llamas." Jessica chuckled. She then pointed to young black haired girl. "That's Andrea Benton. She took the callsign _Mania_. Your best friend. Inseparable even up to the moment we had to incinerate her."

"You did WHAT!?" Gwen stared at Jessica wide-eyed. That Spiders would kill their own…

"We had no choice." Jessica said sadly. She almost choked on her words as she continued. "Her dampener got busted during the battle with Sinister's Six. She took the venom tablet to protect you from Mister Sinister…but we couldn't get the symbiote off her. I swear to you we tried everything…" And then if going through a list she pointed to black haired Hispanic man with a mustache.

"Sergeant LaMuerto vanished after trying to rescue the Blackbird crew that got shot down in Wakanda during a joint Peace-keeping operation. Radio just cut out and we lost signal.

"Captain Thompson manually detonated a nuke inside Mister Sinister's cloning facility. Bought us time we needed to evac the mutant hostages that were being used as guinea pigs. Slinger took Command, and we didn't have any more casualties until Captain Danvers got here. After that we started dropping like flies. She put Slinger on a join mission with Captain Walters, who went bat-shit crazy and murdered him. Sent us on that suicide mission to fight the Fatal Four, not bothering to tell us that they were Super-powered, or that one of them could shoot fire from his fingers…" Jessica paused for a moment suddenly realizing she was starting to cry as the memories of her lost friends came flooding back. She flipped the page to a happier scene. The group of ten playing with a number of poor children.

Next few pictures were of them having fun at a barbeque. Then one by one the group began getting smaller and smaller until there were only four. A large muscular man with a firm square jaw. Jessica, Miles and Gwen's other self.

"That's the last picture we took together." Jessica sighed. "Tarantula, Miles, me and you. Sent out to capture Doctor Richards of the Fatal Four and extradite him to Latveria to stand Trial for the murder of one of the Von Dooms." In this final photograph the energy and joy seemed to have been sucked completely out of the team. Their smiles painted on their faces just for show, but also a determination to see things through.

"This is...all…"

"Pretty morbid I know right?" Jessica forced a smile. "I guess what I'm trying to say is…we've lost a lot. And having you back is like the greatest thing ever. Not everyone gets a second chance. It's like things are finally starting to brighten up."

Jessica reluctantly took the book from Gwen and put it back in its place amongst the pile. She then ushered Gwen out of the room and led her to another door.

"Well, here's your room. We'll see if we can't requisition you up another suit. Don't know what happened to your old one." Jessica then pointed to another set of double doors further down the hallway. "Shower and locker room is down there. In case you wanna get clean." She then spun on her heels and marched back towards the kitchen to poor herself another shot.

Against her better judgement Gwen entered _her_ room. _Not yours, another you. Another you that's dead._ One of the huge bones she had to pick with the Lords of the Multi-verse, was why nearly every universe she visited she was dead. Was her being dead some secret to keeping the galactic balance? The only solace she had in not being in an absolute rush to get back to her own universe, was that space and time had a funny way in moving slow. Real Slow. Widows room was nearly identical to Jessica's, Slingers room. The exception being posters of various rock, heavy metal, and rap groups plastered the wall. One wall was covered with pictures of Gwen and the other Spiders. More of Gwen and the Spider named _Mania._ They seemed to be very close, almost as close as Gwen was to Peter back on her own world.

In the far back corner of the room was a drum set Mapex drum kit that looked to be very well used. Gwen finally, carefully stripped out her ruined and bloody costume and checked the wound on her right side. Apparently when she was unconscious her wound had been cleaned and stitched closed. The stinging sensation seemed to be dulling off. Whatever Miles had done to patch her up she'd have to thank him. Stepping fully out of her costume, sans her mask, and backpack that held her street clothes and cellphone. _Dammit where did I lose those? Police station? Here?_

"Shit!" She cursed aloud and began frantically checking her wrists for her teleportation device. "No! No,no,no,no…" She cursed over and over. She checked the pockets of the jacket she was loaned. Nothing. Quickly rummaging through the Widows closet for something presentable to wear. She was half-dressed in bright pink Spider-Ham pajamas, still stepping into the matching trousers when she rushed back out in the living quarters.

"Hey everything okay?" Miles had returned from his quarters, dressed in civilian clothes busying himself with fixing a cast on Jessica's wrists.

"My…" She paused for a moment, wondering the right way to explain that she was missing a device the size of a wrist watch that could transport her through different universes. "I had a device with me. About the size of a watch…"

"Yeah, I'm trying to fix it, but the screen on it is broke, and some of the internal components…. I'm not even sure how you managed to get it working in the first place, but hey you were always the mechanical genius I'm just the cook around these parts." Miles said matter-of-factly and returned to washing plates.

"You never give yourself enough credit Miles," Jessica lamented as Miles put the finishing touches on the plaster cast on her right arm. Jessica looked it over as Miles carefully took her other arm and began applying the same plastering to it as well. "Maybe if you had a little more confidence in yourself you wouldn't be such a wash out with the ladies."

"Right, like I should take romance advice from the woman who bedded the Blob from Burbank."

"Hey!" Jessica protested. "That's a low blow!"

"I hear you're a pro at those," Miles flashed Gwen a quick wink and a grin.

"Yeah, anyway…" Gwen interrupted. "What will it take to fix it?"

"Not sure," Miles shrugged. "We'd need to get the parts, and maybe someone with a bigger brain than any of us in this room."

"You can stop by Forge's in the morning." Jessica suggested.

Miles wrinkled his face at the thought. "Nah, too pricey." He said.

"Otto's Zone?"

"Creeps us out."

"But he has that cute little jingle…" Jessica then began singing in a very horrible German accent, "Getz in da zone…Otto's zone!"

"Or what about your friend Amadeus?"

"He's racist. Doesn't care for your people." Jessica shot Gwen a wink.

"MY people?" Miles chuckled unenthusiastically then solemnly said, "All my people are dead."

There was silence in the room for a minute as Miles continued wrapping Jessica's other arm.

"Tell me what you need, I'll go pick up the parts." Jessica said finally.

"I'll put a list together."

"Gwen, go shower and clean that dirty butt of yours." Jessica nodded towards the hallway as if Gwen new exactly where the bathroom in their suite was. "We're going shopping."

One hot refreshing shower, and a short flight to the surface Gwen found herself navigating the streets of New York, _No, A New York…alternate New York…Not my New York_ …. Gwen thought to herself. She had finally gotten a look at her face during that time, wincing as she realized that her face looked like it had been used as punching bag. Both of her eyes were black and her right cheek was starting to swell up. Once again she was grateful for the painkillers Miles had given her before.

Dressed in yoga pants, a red and yellow leather jacket and boots, Jessica Drew lead Gwen down the streets through a borough of bustling electronic shops and vendors. The streets were laid out very similar to China Town in her own universe. This one though was laid out like a huge electronics market with vendors pushing new odd and various tech that she'd never heard of.

 _Of course not. Different universe_. She thought to herself. Though the sun was still hanging in the air a cool breeze blew around them as Gwen closely followed Jessica as she navigated the crowds down some stairs into an underground market place that was just as crowded with both people and kiosks. Towards the center of underground maze of shops, Jessica stopped at a counter filled with computer parts, games, dvds, printers and other random trinkets.

"Rock me Amadeus," Jessica lightly slapped the counter-top as a young looking Asian man in his early twenties lifted his head over the counter. There was a look of sheer surprise plastered across his face, but his surprise quickly turned into a grin.

"Gwennie? you're not dead!?" Amadeus Cho nearly jumped over the counter as he moved to push Jessica aside wrap his arms around Gwens' shoulders.

"Uh, um…nice to see you again too." Gwen reluctantly accepted the hug, though she felt slightly terrible about impersonating a dead person.

"I'm sure you already heard, but everything that they say I did at your funeral was a lie." He said defensively. Gwen raised an eyebrow towards Jessica who was busy laughing.

"He was so overcome with grief that he'd tried to climb into your casket. It was cute." Jessica snorted trying to hold back her laughter.

"That's not what happened," Amadeus shot Jessica a troubled look in protest, though Gwen couldn't help but not he sounded extremely guilty. Turning back to her, he loving placed his hands on her face and it was then she could see the tears welling up behind his eyes. "I'm just glad the rumors of your death were widely misleading. You have to tell me the story of how you survived, over dinner perhaps?"

"S-sure…" Gwen reluctantly agreed. Jessica tapped Amadeus on the shoulder with a folded sheet of paper.

"I'm sorry to disturb you love birds, but I'm here on business."

"How many times do I have to say I don't sell to monkeys." He pushed Jessica's hands away and walked back to the other side of his counter, pulling up a random piece of computer hardware and walking towards a work-bench.

"This isn't for-"

"Jessica we've been friends for years, and we both know that the only time any of you _Spiders_ come to my shop is because he's needs something, and I don't sell to his kind. If he needs something that badly tell him to go to Otto's Zone."

"You know he respects your right not to sell to him, but we all know that you're the only person who can get us the high quality shit that we need." Jessica said. "Besides, we were going to invite you to Gwen's welcome back party, buuut…ya know if you can't help us…"

"Then I guess I'll have to skip out on dinner too?" Gwen said thoughtfully. Amadeus turned to look at them over his shoulder.

"That's pretty low using my love for Gwen against me." He sighed. "Beside Gwen would never truly agree to-"

"Tomorrow night, five o'clock." Gwen said. Amadeus spun around regarding her suspiciously. "I'll wear a dress, so take me somewhere nice." Jessica reach over and squeezed Gwens cheeks, giving her duck lips.

"Don't worry we'll fix this walking disaster before you two love birds meet."

"Fine," Amadeus said finally. "I'll hold onto this until then. She doesn't show, you get no parts."

"Agreed." Jessica said.

"But this is the last time I help out the monkey."

"Yeah-yeah-yeah…" Jessica waved her hand dismissively and lead Gwen away from Amadeus' booth.

"What's his problem?" Gwen asked as soon as they were safe enough away. Jessica shrugged nonchalantly and said.

"He's a horrible racist. Thought you knew that." Jessica regarded her oddly for a moment and then shook her head.

"I thought you guys were joking…about him being racist."

"Well," Jessica stroked her chin thoughtfully. "I'm not the one going on a date with the man."

"Hey I was…" Gwen protested as Jessica began laughing.

"Gwen Stacy and the Amazing Racist. That would be one for the story for the books. Andrea would love that."

"Oh God I feel so disgusting." Gwen sighed as a sensation that she was being watched from afar began washing over her. Jessica gently grabbed the back of her head and forced her to look forward.

"Yeah me too." Jessica linked her arm around Gwens and urged her forward. With her free hand she gently pointed Gwen to move down towards and empty alleyway. She then lowered her voice and said. "We're not armed, with anything other than our good looks and my Taekwondo. Can't afford an open engagement for a voyeur."

"Look I'm not one-hundred percent but…"

"I know." Jessica said, "but we're infiltrators, and these guys are real sloppy…or maybe they just want to get our attention." She wrapped her arm around Gwens pulling her close. She directed them down an alleyway. And almost as soon as they did, they were quickly surrounded by a clowder of black cats that were too numerous to count.

"Shit," Gwen cursed as the cats began to meow in unison.

"Really Felicia?" Jessica sighed aloud. From the shadows of the alleyway, a figured crawled out of the shadows. The cats parted down to either side of the alley allowing the figure to walk just enough into the light so that they could see her outline.

From beyond the shadows a woman's voice greeted them saying, "Evening Jessica. Its…been awhile." The figure said.

"It hasn't been long enough." Jessica replied.

"Miles is not accompanying you today?"

"What do you want Felicia?"

"Who's your friend? She smells…odd."

"This is Gwen," Jessica sighed. "You know Gwen…"

"That is not Gwen." The woman stepped forward, revealing a woman in her mid-thirties white a head full of white hair. She was dressed in layers of rags, a thin piece of cloth wrapped around her head covering her eyes.

"Gwen found her way out of the Negative zone Felicia. If you don't mind, we have an appointment." Jessica took Gwen by the hand as firmly as she could and began leading her out of the alley. The woman took in a deep breath.

"The shield will fall if the sword is not ready. I have foreseen a great incursion coming. Tell Miles to come find me. I can help divine your-"

"Bye Felicia!" Jessica gave her the finger as she and Gwen left the crazy cat-woman in the alley.

"That's not…Felicia Hardy is it?" Gwen turned to look over her shoulder as the cats followed the woman as she reentered the shadows.

"That Crazy bitch thinks she's some sort of psychic." Jessica sighed and then in voice that mimicked a stereotypical gypsy fortune teller said "I can see into your fuuuutuuure!"

As Jessica and Gwen stepped through the doors to the nest, Miles breathed an internal sigh of relief. He allowed his attention to divert from the barrage of curse words that were coming from the mouth of Captain Carol Danvers. He'd hope the tirade would be over before the girls got back, but unfortunately that wasn't the case.

"Look at me when I'm talking to you!" The Captain screamed. Miles snapped his head back towards her and bit the inside of his cheeks, fighting the urge to unleash a salvo of curses and back at her. It wasn't that he was afraid of Captain Danvers. No. He had full confidence that he could take the dumb bitch in the wheelchair and her lackey, Lt. Matthew Murdock

Lieutenant Murdock picked up where Captain Danvers left off. "Complete disregard of protocol, willful destruction of government property. You're looking at a demotion best case scenario."

"Whatever." Miles shrugged.

"You see," Miles could see Captain Danvers turning red in her chair. That made a part of him smile internally. "He doesn't even give two shits Matt. He doesn't even care about the danger he puts the soldiers under his-" Before he even realized he was doing so; he had lifted Captain Danvers up in the air with one hand knocking over her wheelchair as he held her up firmly by the throat.

"Say that again." He said firmly, nearly yelling. "Say that again when you're the one that refuses to let us kit out properly. You're the one that let Slinger ride alone with that bitch when we all reported signs she was getting unstable. You're the one that stopped us from going after CPL. Corazon. You sent Sergeant Gargan alone when he requested back-up. YOU'RE THE ONE WHO ORDERED US TO STOP THE SEARCH FOR SERGEANT LAMUERTO! DO I NEED TO MENTION THAT EVERYTIME YOU SENT OUT ME AND SERGEANT DREW YOU DO EVERYTHING IN YOUR POWER TO GET US KILLED?"

"Put her down Sergeant!" ordered, but Miles squeezed his fist harder around Captain Danvers' throat as he attempted to move closer. Her face quickly turning from red to blue as she clawed at his hands in a futile attempt to free herself. Miles stepped down on her wheelchair, crushing it beneath his feet.

"Say it again. I dare you!" Miles growled. "SAY IT!"

"Miles," Jessica somehow made her way over to him and place a sympathetic hand on his shoulder. "Come on buddy put her down. She ain't worth it."

Miles shifted his gaze back over to Jessica. "Whats it going to take Jess? What's it going to take to make this bitch happy? Is it going to take all of us getting killed?"

"Who cares?" Jessica shrugged. "Actually, I don't a give a shit. Kill her. Maybe then I'll finally be in charge around here. Gwen and I will definitely have a blast with your punk ass locked up….mmm…boy sex sounds a bit hot now that I think about…"

Stifling back a short chuckle Miles dropped Captain Danvers to the floor. She had her hands around her throat, coughing loudly as she tried to return the air back to her lungs.

"Sergeant Drew! Take Sergeant Morales into custody." Lt. Murdock barked.

"For what?" Jessica shrugged. "Looks like the Captain fell out of her chair by accident and by the looks of it, needs a replacement chair. Right Sergeant Stacy?" Jessica shot a haphazard look at Gwen who reluctantly agreed with her assessment of the situation.

Lt. Murdock angrily pointed his finger at both Miles and Jessica and said "I'll see you both court-martialed. Conduct unbecoming, assaulting a senior commissioned officer, insubordination, malingering…"

"Whatever," Miles turned to walk back to his room. Lt. Murdock moved to stop him but Jessica quickly stepped into his path, blocking him.

"Alright now there Daredevil," She warned sternly. "You got a few options here. You can take the Captain back to her room and let supply know that her wheelchair is faulty. Or you can be fuck-stick and try and make this into something that it isn't. And I swear to god, I may be out of fucks to give but I'll take those pretty eyes of yours as trinkets if I so much as see any hint of paperwork float down this way."

"You can' threaten me, I'm a-"

"Walk." Jessica said again. "Before I forget my military bearing…sir." Lt. Murdock opened his mouth to fire off a retort but for a moment he studied her face before resigning himself to pick up Captain Danvers from off the floor.

"Both of you are going to regret this." He warned storming out of their facility.

"Whatever fuck-stick." Jessica smiled cynically waving them good-bye.

"How's Amadeus?" Miles spoke almost apologetically. "Is he going to get us the parts?"

"He's still pissed you dated his mother. But he'll have it for us by tomorrow night."

"Good." Miles said. He glanced at Gwen who was gazing at them both with a look that was a combination of surprise, disgust and disgust. He wanted to apologize, but Widow should know that the Captain was out of line. She was always pushing his buttons. Feeling a bit ashamed he announced he was going to get some sleep. What should've been a day of celebration was really just another day working on keeping his stable. _I'll talk to her in the morning. Put some context to what happened…_

"Sleep good. I'll go handle the old Battle-Axe in the morning." Jessica said as he stepped into his room. He shut the door partially, listening to Gwen announce her disapproval to Jessica.

"Really, that woman posed no threat to him. There was no need for him to put hands on her. Besides she's a woman so…." Gwen was saying before he heard Jessica cut her off sternly.

"Look, I know you've been gone for a bit. But for one, regardless of her gender or physical disability, that does not give that conniving bitch a free pass to hurdle insults free of consequence. I'm actually surprised Miles was as restrained as he was. If she'd said that to me, she would've been confined to a bed instead of chair. Screw that bitch. Officer or not she's been _trying_ to get us killed or replaced for whatever reason ever since we lost Major Thompson."

"You guys are out of control." Gwen responded.

"Who are you?" Jessica asked sounding hurt. "All that time in the Negative has really made you screwy. Just…go get some sleep. The morning will be better. Trust me."

"Fine, Whatever." Gwen responded. He could hear her footsteps as she marched herself to her room.

"How the hell did I become the mother lion around here?" He heard Jessica ask herself. He listened for a few extra moments as he could tell she moved about the kitchen to make herself another drink. Drained of the events of the day, Miles shrugged himself out of his clothes, letting them pile up on the floor and crawled into bed. Somewhere deep in his gut he had a feeling that the next day would be better.


	5. 4: Tinker, Tailor, Spider, Goblin

TINKER, TAILOR, SPIDER, GOBLIN

Miles eyes snapped open like they always did at zero-three-hundred. It never mattered when he fell asleep, he always woke up early and laid still waiting for his alarm clock to announce the approximate time he should actually get out of bed. It wasn't until he made the attempt to roll over and bury himself back in his blankets that he noticed that Jessica had climbed naked into bed with him like she usually did when she stayed up late and got too intoxicated to find her own room, or Slingers.

For the last few years since the death of their friends and fellow Spiders, they had come to an unspoken understanding that they would do everything they could to take care of each other's needs. Both emotional and physical. This time though she did not smell of whiskey or beer.

"Hey," She whispered. "I wasn't sure if you needed me, and I know your girlfriend is there…but…you just seemed like you needed this."

"She's not my girlfriend Jess," Miles whispered back.

"Well, not with that attitude." Jessica moved her hand up his chest. "I'm here if you need me buddy. It's been rough, and I think we're going to have to have Gwen see Doc Conners. There's something off about her and I don't know if it's the Negative Zone, or what but we should keep a close eye on her. Before the brass gets their claws in her."

"She just needs time to adjust Jess." Miles said, feeling Jessica's hand move from his chest, down to his groin, sliding underneath the sheets, her fingers lightly began caressing his balls eventually taking a light but firm hold of his shaft.

"If that's what you think." She pulled herself up to lightly nibble on his ear. She slid one of her legs over his and began rubbing herself against him. Miles felt himself growing bigger and harder in her hands. "Are you in the mood? I'm okay to just cuddle if that's what you need."

"I'm good." Miles breathed. "You?"

"Wetter than the hoover damn. You mind plugging it this last time?"

"Would you be mad if I said no?"

"Honestly," Jessica thought for a moment, moving her hand back up to his chest. "I'd be hurt but I'd understand. I would actually be more hurt if you asked me to leave your room."

"Okay." Miles cupped her cheek as he rolled on top of her. And though it was dark, they stared into each other's eyes, neither wanting to break the moment. Jessica took his hand and guided it to the warm wet spot between her thighs. He placed his mouth over hers as he slipped two fingers inside her. Though her arms had been broken the previous day, her grip on his arms was still firm.

"Faster," She begged as their lips briefly separated from each other. Miles obeyed. His fingers working faster until her muscles tightened around his fingers. As the first orgasm washed over she reached down to push his fingers out of her so that she could wrap her legs around his waist. Miles entered her and began thrusting. What was supposed to be a quick session, lasted over an hour. Miles had to place a hand over Jessica's mouth to keep her quiet. When it was just the two of them, Miles didn't worry about the amount of noise they made. But with Gwen across the hall…

As they finished Miles collapsed to the sheets next to her. Instinctively, Jessica pulled herself close so that she could lay her head on his chest. As they lay in a mix of their own sweat and fluids, Miles looked at the clock, read the time to be zero-four. Thirty minutes before his alarm would go off. Gently he pushed Jessica away and began grabbing his shower gear.

"Whats wrong Miles?" He could feel her staring at his back in the low light.

"Nothing, I'm just up." He said. "Alarm is going to screech in about 30 minutes anyway."

He stepped out of his room and made his way to the locker room at the far end of their barracks. As he entered the locker room there was already a shower running in the open stalls. Figuring that it was just Gwen, Miles set his hygiene kit down, and kicked off his shorts before tossing them all into a locker save his shampoo soap and towel.

Silently standing underneath a showerhead and letting a stream of hot water. It took full moment for Gwen to notice that he had entered the stall one over from her. Instinctively she screamed in surprise, using the divider to hide the rest of her body from him.

"What the hell are you doing in here!?"

"Taking…a…shower…?" Miles raised his eyebrows in confusion. The team usually showered together…well…not together…but it wasn't abnormal for the males to share the same space as the females. Shrugging, he turned on the shower letting the hot water wash over his body.

"Isn't there a separate bathroom?" Gwen sounded irritated.

"Just the team room." Miles said. "But you know that." Miles paused as he reached for his shampoo bottle.

"Yeah of course," Gwen was still slowly shrinking back down the divider. Something about the way she answered bothered him. His gut told him she wasn't a threat, but something else was setting off his internal alarms.

"So, you know, I've circumvented some protocols. Broke a few rules."

"You have the rebellious gloomy secret agent thing nailed down yes." _Secret Agent?_

"We're soldiers Gwen," Miles continued his routine as normal. Something was definitely off. The snarky-ness in her voice was there but…

"Yes, right, soldiers…anyway, do you mind…?"

"So tell me, that weird watch of yours, I still think that I can fix it. But I'm having some real trouble deciphering that power-source. Was that something that was specific to the negative zone? I haven't seen anything like that before." As he rubbed the shampoo into his palms he watched as Gwen shrunk down below the divider that only her blue eyes were showing….

Blue…

"Uh, I didn't build that. Someone else did, I'm not sure how it works myself."

"Okay, that makes sense. Because it was starting to bother me, considering you're the tech science nerd, and yet you really haven't been that enthusiastic about tearing this thing apart." Miles stared at her through one open eye as he continued to wash himself. Gwen just intensely glared at him with narrow eyes. Her look told him that she was silently wishing that he'd go away. This only made him want to stay more. To ask more questions.

"Are we done with the forty questions?" Gwen pointed a wet dripping finger towards the exit to the showers.

"You're never going to forgive me are you?" He asked finally frustrated.

"Forgive you?" She tilted her head and stared at him awkwardly. "Forgive you for what?

"Andrea…" Miles rinsed his hair out and found Gwen still staring at him as if she had no clue what he was speaking about. "You've never let me apologize…. matter of fact up until that last mission when you disappeared…you haven't spoken to me in five years. Now that you're back we can all start fresh…"

"Okay buddy," Gwen seemed to ease up. "Look, I don't want to be a bitch here, but…" She seemed to think about something long and hard for a moment. "Can we talk about this later. Preferably with more clothes."

"Yeah, sure…"

"Good." Gwen said, but still continued to point past him. "Now, get out."

Miles gave her one last final look and then laughed to himself.

"You forgot your towel didn't you?" He watched as the rest of her face slowly began to turn red. He wasn't sure if it was out of anger or embarrassment. He was finding it difficult to get a read on her. Finally complying with her requests Miles quickly finished up and made his way back to his room to prepare for the rest of the day.

"Good job Gwen, just digging yourself deeper here." Gwen sighed to herself. After being woken up by what at first sounded like a triple-x rated movie, Gwen had trouble going back to sleep. Hell she had trouble just getting to sleep initially. With the cuts to her arm and ribs she only found sleeping face down the only position that she could find any comfort. Though she wasn't sure if the medicine Miles had given her earlier was still working, because the while the pain was uncomfortable it did not set her entire body on fire like before.

She finished up in the showers and made her way back to the lockers. Just like the rest of their living area, the lockers of their fallen teammates were left clean and pristine as if they were simply waiting for them to return. She dried herself off and dressed herself in one of the uniforms she'd borrowed. It was strange wearing the clothing of a dead person. Let alone that dead person being herself. Never the less it was all weird. Too weird.

Fully dressed in the borrowed uniform, Gwen made her way to the kitchen where she found Jessica pulling plates from one of the cabinets in the kitchen. Jessica was half dressed in only a red and yellow sports bra, tan boots and uniform trousers.

"Morning sweetheart." Jessica greeted her sleepily before dumping a stack of plates and silverware into her arms. "Here set these on the table."

"Morning," Gwen did as she was told. "How are your arms?"

"Getting better." Jessica said as she began pulling glassing from a cupboard. "Healing factor is doing all the heavy lifting. In a couple hours, they should be good as new. How's the ribs?"

"Still sore."

"If you're still sore by tomorrow let Miles know. We should have some X-factor left."

"Yeah, of course." Gwen said.

"Nah, no more X-factor." Miles appeared from around the corner, making a straight line towards the refrigerator. "I used the last bit yesterday."

"Great, I'll add that to the list of things I'll have to beg for."

"When was the last time we did inventories anyway?" Miles closed the fridge, holding a bag of sausages and box of mashed potatoes.

"God damn I dunno." Jessica replied.

"Okay, so then we can put that on our agenda for tomorrow." Miles said and he knelt down and pulled out a fry pan from the cabinet. He tossed Jessica the box of mashed potatoes as she began filling a pot with water from the sink.

"What's the plan for today?"

"Well, I'll be busy writing up the report for yesterday. You can debrief Gwen. Maybe take her down to Conners if she's feeling up to it. We'll call this day one reintegration." Miles turned his head to look at Gwen. "Bangers and mash?"

"Sure," Gwen said. Jessica turned to say something but was interrupted when the doors to the Nest were thrown open. A small squad of soldiers, all in green dress uniforms marched into the room. Their leader, a short man sporting an eye patch, a lit cigar, square flat-top buzzcut began pointing and shouting.

"MORALES! YOU SCUMBAG PIECE OF SHIT!" The shouting man out-paced his entourage. Clearing half the distance between the front door and the dining table before the others had even made it completely through the door.

"Shit," Gwen heard Jessica gasp in surprise.

"Fuck me…" Miles drew in a breath. Gwen looked over her shoulder to see them both standing wide-eyed, their arms at their sides and staring dead ahead. Jessica made a motion for Gwen to stand up.

"Since when, in the history of this country's flipping military was it EVER and I do mean EVER considered legally okay for an enlisted man to place his hands on an commissioned officer?" The question was rhetorical. Judging by the way the man stormed across the room Gwen could tell that he was not necessarily searching for answers. "Oh, by all means continue occupying that chair Stacy. I'm sure all that time spent in the negative zone scrambled your goddamn brain causing you to forget customs and courtesies."

"Sir, Sergeant Stacy hasn't-" Jessica had started to defend her.

"Shut it Drew." The old man barked and Jessica quickly returned to her impression of a stone statue. When Gwen finally rose out of her chair and mimicked both their postures. "So Morales, tell me a story. Tell me why you brought it upon yourself to place your grimy little dick skinners on the body of one of my commissioned officers?"

"Sir," Miles started. Still trickling in the room Gwen spotted Lt. Murdock pushing Captain Danvers who had a newly adorned neck brace clasped around her neck. Miles and Jessica's faces both were turning red, probably due to holding back their shock and anger.

"Shut it Morales." The old man barked again. "Do you think your father would be proud of you right now? Dicking about beating up women? Should we call him up on the phone right now and let you explain that shit to him?"

"Colonel Fury sir," Miles interrupted but Col. Fury raised a finger to silence him.

"No son. You don't get to interrupt me. That's not how this works. You're just going to stand there, shut the fuck up and listen." Col. Fury took a drag of his cigar, letting his words linger in the air heavier than the smoke from the cigar he was smoking. "I'm shutting this down."

"Sir?" The protest came from Captain Danvers.

"Carol, it obvious that your soldiers don't respect you." He said pointing his cigar at her. "You couldn't lead a nymphomaniac into an orgy. I don't know what's been going on at this shit show, but when I have a Captain come crying to me about her NCO's its obvious where the problem lies. So if I have to come in and play daddy to everyone, I'm taking the toys away." took another drag of his cigar. He looked around the room surveying the shock and betrayal on everyone's faces. After a long unbearable moment, he pointed a finger at Miles. "Lieutenant Green," He called finally.

"Sir," A young woman with brown chestnut hair tied back in a small bun stepped forward.

"Take Private Morales into custody." He took another drag of his cigar as both Jessica and Miles began to vocally protest the order. "Make sure he's got a nice cozy suite at the Raft."

Lt. Green pulled out a pair of handcuffs as she made her way to a stunned Miles, who's eyes warned her away from touching him.

"Sir," Jessica spoke trying to hide the cracking in her voice. "This has gotten out of hand I believe if we can just take some time to-"

Col. Fury raised his hand to silence her. "Shut it. You, I'm transferring over to Alpha company. Pack your shit and have all your crap cleared out by the end of the day. I'm giving you the benefit of the doubt. If you stay on your best behavior, you'll be lucky to leave out of here with an honorable discharge. But don't you dare think you're going out in the field EVER again Drew." He then turned to Gwen his one good eye seeing right through her soul.

"Come on Morales," Lt. Green reached out to take ahold of Miles' arm to place behind his back.

"Don't you fucking touch me." Miles swatted her hands away and the Lieutenant shot a looked back at as if asking for permission to fight back.

"Miles, calm down!" Jessica reached over and pulled Miles behind her. She then pointed a finger at Lt. Green. "You don't touch him!"

"Drew, stand down!" barked.

"I don't answer to you sweetie," Lt. Green grinned. "You may want to step aside I really would hate to break your face and end your modeling career."

"I hope you're hungry for a double helping of knuckle sliders you skinny squirrely bitch."

Lt. Green turned her head again so she could speak to Col. Fury but not taking her eyes off either of them. "Sir, Sergeant Drew and Private Morales are acting hostile, permission to use force."

Jessica had pointed a finger at warning her away while her other hand placed lightly on Miles' chest to keep him away from the encroaching officer. "Sir, we're all cranky without coffee or food we can all come back with calmer heads I'm sure we can visit all sides of-"

"Drew I'm about to bust you back down to Private if you don't stand down and allow Lt. Green take Morales into custody."

"I can't do that sir." Jessica breathed.

"Don't kill them ." Col. Fury sighed. "Take them both to the RAFT. I'm done with this shit show."

"Roger sir," Lt. Green flashed Jessica a sinister grin as she kicked off her shoes and shrugged off her uniform jacket revealing very lean yet muscular arms. Her biceps were not bodybuilder-huge and disgusting, but still large enough that her uniform shirt seemed as though it had simply been sprayed on. "Well then. Which one of you bugs wants to be squashed first? The piss-ant misogynist who hides behind women? Or the stupid fucking vain ass cu-"

Before Gwen knew what happen, Jessica had crossed the distance between her and landing one very vicious right across the face of the young Lieutenant. The room echoed with the impact of the hit way before it registered to anyone that had been struck. But the young woman didn't fall, or stumble. She simply stood still with her head turned in the direction that Jessica's knuckles were pushing her cheek. It took Gwen a full moment to process that the young Officer had just stopped Jessica's fist with her face…and it wasn't a joke.

"Aw, that's cute. You even hit like a bitch." Lt. Green chuckled. Gwen wasn't able to see the look of horror that washed over Jessica's face. She was only able to hear the wet crunching sound that noses make when they get broken. Lt. Green's knuckles were a flash against Jessica's face. Jessica's hands went instantly to her face but before she could recompose herself, Lt. Green tossed her effortlessly into the dining room table.

"Oh my god!" Gwen rushed to Jessica's side to check to make sure she was alive.

"Well that's one down. What about you hero?" Lt. Green cracked her knuckles as she took a step towards Miles. "The better option would be to surrender. But because I'm generous I'll let you have the first shot…better make it count."

"Miles….don't…." Jessica coughed as she pulled herself up out of the wreckage of the table.

"Better listen to your girlfriend," Lt. Green said. She was standing nose to nose with Miles. Her smile daring him to take some sort of action. "Come on, I know you wanna hit me. All you've ever been good at is hitting girls anyway from what I hear."

"Miles don't!" Jessica shouted her warning too late. Miles moved his head back slightly as if he was going to smash his forehead into Lt. Green's nose. She moved out of the way as if she could predict the movement. Miles stumbled forward, barely getting his hands up in time to block the Lieutenants first punch. He didn't block the strike as he never saw it coming. Lt. Green slammed Miles hard into the stove and then tossed him hard onto the tiled floor.

"Are you done now kid?" Lt. Green chuckled. "I can do this all day."

"This has gone on too far." Gwen stood up finally.

"Do you want some too princess?" Lt. Green chuckled in Gwen's direction as she reached down to take ahold of Miles collar. "Be a good puppy and stay-"

 _Zzzzt!_ The sound came with a quick flash of light. Lt. Green's head snapped backwards.

"Oh shit," Jessica gasped.

Miles was standing up with clenched fists, crackling with electricity.

"What…whats going on?" Gwen asked confused.

"He's going to kill her," Jessica said. Five seconds Lt. Green shrieked as golden sparks of electricity arced in and out of her body. "Oh no!"

Lt. Green dropped down to her knees, half bent over as smoke began billowing from her body. Cautiously Miles reached down and lift up her head, expecting her face to be contorted in death, but was instead greeted by a smile that chilled his body right down to the bone.

"That tickled" Lt. Green said as she seized his arm and hurled Miles across the room. It was then that Gwen noticed the tiny squirrel like ears twitching beneath her hair.

"Ears," Gwen whispered as she grabbed Jessica by the shoulder and pointed. Jessica steeled her face in acknowledgement. On the other side the room Miles was pulling himself to his feet.

"Okay, gloves are off." Miles growled.

"Oh, you're cute when you're angry!" Gwen couldn't tell if the Lieutenant was flirting or being snarky. But she saw that it really pissed Jessica off.

"I'll show you cute!" Jessica leapt in over the destroyed center table throwing wild jabs and body shots. Lt. Green lazily blocked all of Jessica's swings as if she a bored sparring partner for a washed up boxer.

"Jessica Drew, golden gloves boxer, four-time world Flyweight Boxing Champion…can't say that I'm impressed." Lt. Green yawned. "I mean sure this probably looks impressive." Lt. Green ducked a vicious right hook as Miles made his way back across the kitchen. As she ducked, Jessica swung down hard at the last second, striking Lt. Green on top of her head. The Lieutenant stumbled for a second giving Miles just enough time to join in the assault. raised her arms to protect herself from the duo. Ducking, dodging and reacting at the very last second to the insane speed at which the two were coming at her. The most impressive thing was that the young nimble Lieutenant hadn't move a single inch.

"Lt. Green," Col. Fury shouted, his already paper thin patience wavering. "I don't have all day. Could you stop with the Olympic level grab-ass?"

"Permission to Squirrel then sir." She shouted back after blocked a hard left hook from Jessica and a solid low knee-breaking shin kick from Miles.

"Granted, just stop playing around. I didn't bring you here to have a good time." The Colonel growled as he continued to angrily puff on his cigar. dropped her guard and reached out completely stopping the straight jab that both Miles and Jessica were throwing at her face.

"Sorry kids." Eyes shut, gave a large smile. "Its Squirrel time!" As she squeezed her hands Gwen could hear the bones in their fists crunch and break. Miles somehow managed to snatch his hand free and leap away but Jessica wasn't as lucky. Lt. Green landed another lighting quick punch that put Jessica out cold. She was chasing after Miles before Jessica even hit the ground, all the while singing;

"I got this feeling on the summer day when you were gone. I crashed my car into the bridge. I watched, I let it burn. I threw your shit into a bag and pushed it down the stairs. I crashed my car into the bridge. I don't care, I love it."

Miles feet barely touched the edge of the ceiling before he jumped away in another direction. Not even a breath later, smashed her fist into the steel where Miles had been earlier. Glancing over at Jessica, the cocky spider-soldier was unmoving, her body lifeless. She hadn't moved since the last vicious strike she received from the Lieutenant. Gwen feared the worst, she hurried over to kneel down next to her.

"Jess?" Gwen pulled on Jessica's shoulder, rolling her onto her back. Even though she'd only taken two punches, Jessica's face was swollen as if she had a terrible allergic reaction to something. Gwen shook her a few more times but was unable to get a response. Meanwhile, Miles was zipping around the room trying to get some distance between himself and the Lieutenant caught him mid-leap, tackling him out of the air they both came crashing down in the center of the room. Lt. Green was still singing the chorus of her song as Miles managed to roll onto his back while she rained down blow after massive blow on his face.

Gwen glanced over at the officer, and though the woman invoked a fear in her she hadn't felt since she was little, Gwen burst into action against her better judgement. Slipping her web-shooter out of her pocket while everyone was focused on Miles' struggle, she shot out a quick line to snag the Lieutenant's fist as she raised it to deliver a final blow to Miles.

"That's enough of that now you discount Wolverine!" Gwen jerked the line, only to find the Lieutenant let her own body go slack a bit before jerking the line back pulling Gwen off her feet and through the air before she knew what happened. 's face was contorted in anger, her eyes glowing a terrifyingly bright red.

"How?" Lt. Green growled the question furiously. "How did you know about Logan?"

Gwen quickly dropped the line as she tumbled through the air, somehow managing to dodge the wild swing that she swore that would have literally taken her head off. She barreled into knocking her off Miles. As they tumbled across the floor Gwen placed feet in between them and kicked off hard, throwing herself back towards Miles. Lt. Green kicked out as well, digging her fingers deep into the steel she tore up the floor as she skid across to an amazingly quick halt.

Looking extremely feral, growled low like a wild animal. For the split second that she had stopped, Gwen spotted a tail sprouting from underneath her skirt. In the next breath she took she found the Lieutenants elbow smashed angrily across her jawline.

"Who told you! Those records were supposed to be sealed!" chanted over and over.

As she crashed to the ground, struggling to get her hands in place to block Gwen laughed painfully, "I heard it…through the grape vine…" responded with a feral cry as she raised a fist back over her head, a long bony claw…or spike shot out from behind her knuckles. Gwen barely managed to move her head as drove her knuckle spike deep into her shoulder. Gwen screamed out in pain, but threw out a punch of her own catching across the face. The Lieutenant shrugged off the punch and raised her other fist, a second spike and all.

"Off of her!" Miles appeared from above her as he drop-kicked off of her, though the knuckle spike that had been driven in her shoulder was violent torn out as the Lieutenant fell back.

"This woman's a monster," Gwen grunted as she sprayed a glob of webbing over her wound.

"Hadn't noticed," Miles lifted Gwen up to her feet, though he looked as though he was struggling to keep standing himself. raised her fist, once again producing long boney spikes from the back of her hands. "But you've sure pissed off the chipmunk."

"Don't call me chipmunk!" growled as she leapt forward. Gwen and Miles dove out of the way.

"Sometimes, some crimes, go slippin' through the cracks," Gwen sang out of nervousness.

"But these two, gumshoes are pickin' up the slack." Miles joined in as he ducked a wide swing from the Lieutenant.

"There's no case too, big!" Gwen came up from behind the Lieutenant, striking her with a hard left.

"Shut up!" shouted again as she shrugged off the strike.

"No case too small!" Miles managed to land a blow himself. But it seemed as if their singing was doing more damage than their hits. roared again, ducking Gwens next swing. She shuffled around and prepared to land a killing blow, but Miles managed to intercept the strike with his bad hand. The Spike went painfully through his hand, stopping just mere inches from Gwens face.

drew her other fist back horizontally to strike Miles in his ribs. Gwen slipped behind and wrapped her arms around her neck. The Lieutenant attempted to punch Gwen from over her shoulders as she forced Miles down to one knee. Gwen took three blows full on to the face, before her grip loosened enough for the Lieutenant to throw her one handed across the room. Gwen's back struck the refrigerator hard enough to nearly cave in the door. The impact knocked the air out of her lungs almost knocking her out cold.

Meanwhile, still had Miles down on one knee, her other fist raised high above her head. Gwen tried to push herself up to her knees, but only managed to flop around onto her back. Miles took another vicious blow to his face, forcing him prone to the ground. then raised her right leg high readying her heel to drive down angrily onto Miles head. Still trying to regain her breath, Gwen swiftly aimed her web-shooter at ' opposite leg. Though the line of sticky webbing shot across the room, attaching itself to ' upper calf. She shot Gwen a wicked look as her foot came down just barely past Miles' head.

"Just wait right there Princess you're-" Lt. Green had started to say, but Miles took advantage of the split second of distraction. Using his last ounce of strength Miles struck hard in her groin. "Oh no you did not just-"

"Wait for it…" Miles coughed as he dropped rearward onto his back.

 _Zzzt_!

Lt. Green opened her mouth to retort, but only a soft moan escaped her lips.

"Oh god…" panted as she bent over to place her hands on her knees. "That's….ugh…" Her body shuddered again forcing her down to one knee. She attempted to upright and compose herself, but her face was already bright red. Droplets of sweat began to bead up on her forehead. A hand went to her face as her breathing intensified, then a hand over her mouth as she glanced over at Gwen giving her an odd look that was a combination of embarrassment and…

"Evil…little…bastard…" breathed before finally collapsing ontop of Miles, one hand between her legs her other hand over her mouth as her head rested in the crook of Miles' arm. She let out another stifled scream.

"Ha, I won…" Miles laughed as he spat blood onto the floor.

"You…urgh…fucking…pig…" moaned as she rolled onto her back still breathing heavily. It was then Gwen looked up at their audience. There was a collective look of embarrassment and disgust as the room fell silent with only the pleasurable moans emanating from .

"Someone clean this mess up," Col. Fury hissed as he turned to leave, shaking his head disappointed. "Get Drew and Morales to Medical and someone help the Lieutenant…."He ordered as stormed out of the room.

"That's what you get when you let your heart win," Miles sang from the floor.

"Sh-shut…ugh…" breathed again as her body shuddered involuntarily again.

"Jess…" Miles called out. Not hearing a response Miles shoved off of his body, but could only manage to sit up to look in her direction. Meanwhile the other officers had positioned themselves defensively around the room. Standing near Jessica was one muscular blond-haired officer who was looking back at the direction of Lt. Murdock and .

"Well," sighed, as he deliberately made his way towards Miles. "You know Morales, Sergeant Drew and yourself have been thorns in our awhile now." He stepped over the quivering Lt. Green. "I'm real disappointed in you Midori. As a woman who's an undefeated world champion, and a ninja on top of everything else…to be taken out like some…" He placed his boot across her throat as he spat on her face in disgust. raised her hands to push his foot off her, but the continuous orgasms were preventing her from mustering the strength she needed. "Defeated these two morons should've been easy for you. But instead you were cocky. Just like the time you were forced into retirement. "

's shallow breathing was her only response. kicked her hard once in the chin, then again in her ribs. He then turned his attention back to Miles, brandishing a short grin. Lt. Murdock shook his head, then threw up his hands feigning defeat.

"But I just don't know. You're a tough man to get rid of Morales." Using strength that seemed unworldly, he pushed Miles back down to the ground using only one finger. "So I'm going to make you a one time offer, just for you."

"Fuck you dude," Miles made an attempt to reached over to take a swing at , but Murdock countered with a punch of his own knocking Miles out cold.

"Too bad shit-brick." Lt. Murdock chuckled. He stood up and glanced over at Gwen, who by now had just risen to her feet. She was propping herself up with one hand on the broken refrigerator, the other on her chest to help catch her breath. Lt. Murdock regarded her inquisitively. "And you…not really sure what to do about you. You…" He shook a finger at her as he made his way over to her. "You should be dead…there shouldn't be more than one anomaly within the batch. He's going to be pleased you survived though. You were always his favorite."

"What…are…you…talking…about…?" Gwen breathed. She was sure she was working at least with a punctured lung.

Lt. Murdock raised a finger and motioned at his head. "Brain still screwy Gwen? Never mind, don't answer that. This all probably seems crazy, I get it. But you see, there really can only be one of you spiders. That's the short version of events that should concern yourself with. "

"No Matt," Cpt. Danvers said as she rose from her chair. "We already have a Spider-Queen. There won't be room for two."

shrugged his shoulders as he gave her a somber look. "Sorry Gwenzelle,"

"Simpson,"Cpt. Danvers called. "Kill them all. Make it look like went nuts."

The Blonde hair officer that had been standing quietly over the unmoving Jessica, reached down and lifted the unconscious woman up into the air by her neck. Gwen quickly aimed her webshooter at him, but found 's hand squeezing the webshooter until he crushed it around her wrist.

"No, there'll be none of that." chuckled. The next sound that echoed throughout the room, was that of Jessica's neck breaking.


	6. Character Profile: SSG Miles Morales

Character Profile: SPider

Real Name: Miles Morales

Occupation: S.H.I.E.L.D Special Forces

Legal Status: American

Other Aliases: Bug

Place of Birth: New York, New York

Marital/Relationship Status: Single

Group Affiliation: S.H.I.E.L.D, eXiles

Base of Operations: Earth 619F

Miles grew up an average child in an average household. After high school, Miles enlisted in the U.S Army as a combat medic. Miles is a veteran of the conflicts in Latveria and Wakanda. However Miles' attitude towards his superiors initially kept him from rising in rank. However, an off chance encounter with then Captain Flash Thompson, a Special Forces Team Captain. Having cleaned up his act, Miles volunteered for Special Forces, though passing the Q-Course, Miles failed out of Selection. However, it turns that Miles had been placed on the secondary list for the yet untested SPIDER variant of the Super Soldier program. When Norman Osbornes GOBLIN test subject Bruce Banner lost control and killed Osborne, Peter Parker and unknown Candidate, Miles was selected after the next candidate arrived late. The last to receive his powers, Miles discovered that he was by far the weakest member of the team, even though he had augmented strength, speed and agility. In private, he later discovered that he had the ability to short out electrical devices, to stimulate or nullify the nervous systems of enemies, effectively making him a walking defibrillator. He keeps this ability hidden, even though he's become very proficient with at, as after the death of Major Thompson he does not completely trust those around him to have his best interests in mind.

Through high missions attrition, Miles has found himself placed in charge of his ODA team. Though normally replacements usually are assigned to help keep a squad up at full strength, the fact that his team never received replacements has secretly troubled Miles, leading him to wonder if they were just an experiment, or if something else was going on. A subtle private investigation by Miles yielded no results. When he directly questioned his commanding officer, Captain Carol Danvers, he was met with heavy administrative resistance, leading him to not trust her. This revelation that no one cares if they live or die has caused Miles to disobey orders, however he does it in such a way that he has managed to stay within regulations and not gotten himself confined.

Miles is very close to Jessica Drew, as the two are the last two surviving members of the S.P.Y.D.E.R unit and also the only two subjects to successfully complete the process for receiving spider augmentation. The formulas and data for the process have inexplicably vanished after Miles received his enhancements.

Height: 5'9

Eyes: brown

Weight: 175lbs

Hair: black

Super-Powers: Enhanced Strength, Speed. Agility. Ability to cling to walls. Spider-Sense to warn of danger, Venom Sting. Minor healing factor

Skills x Talents: Battlefield Medicine, Mechanical / electrical engineering (hobby)

Weapons x equipment: Multipurpose Web-shooter/slinger. Flashbang grenades, incendiary grenades, smoke grenades, white phosphorus grenades. 'Venom' tablets. Field surgical kit/ First aide kit.

Fun fact: Miles often downplays and hides his abilities to constantly keep people second guessing. He is actually multi-talented but hides this from everyone.


End file.
